Balthus Credit GP, LLC, et al. v. Healthcare Finance Direct, LLC, et al.

CASE NUMBER: 25STCV20073 NOTICE: OK PROCEEDINGS: MOTION TO ENFORCE SETTLEMENT MOVING PARTY: Plaintiffs Balthus Credit GP LLC and Balthus Care Credit Fund I LLC RESP. PARTY: Defendants Healthcare Finance Direct LLC; Crosscheck Holdings, Inc.; Ronald V. Johnson; Tyler Johnson; Luke Johnson; Mark Weighall; and Wilie Shoffner MOTION TO ENFORCE SETTLEMENT (CCP Sec. 664.6) TENTATIVE RULING: Plaintiffs Balthus Credit GP LLC and Balthus Care Credit Fund I LLC's Motion to Enforce Settlement is DENIED. Moving parties are ordered to give notice. SERVICE: [X] Proof of Service Timely Filed (CRC, rule 3.1300) OK [X] Correct Address (CCP Sec.Sec. 1013, 1013a) OK [X] 16/21 Court Days Lapsed (CCP Sec.Sec. 12c, 1005(b)) OK OPPOSITION: Filed on August 18, 2026 [] Late [] None

REPLY: Filed on August 24, 2026 [] Late [] None ANALYSIS: I.

Background

On July 8, 2025, Plaintiffs Balthus Credit GP, LLC and Balthus Care Credit Fund I, LLC ("Plaintiffs") filed the instant action against Defendants Healthcare Finance Direct LLC; Crosscheck Holdings, Inc.; Ronald V. Johnson; Tyler Johnson; Luke Johnson; Mark Weighall; and Wilie Shoffner ("Defendants"), alleging nine causes of action arising from a series of financial deals between the parties. (Compl., p. 1.)

On December 4, 2025, Defendants filed an Answer.

On June 25, 2026, Plaintiffs filed the instant Motion to Enforce Settlement (the "Motion").

On July 30, 2026, Plaintiffs filed and served a new Notice of Motion.

On August 18, 2026, Defendants filed a Joint Opposition.

On August 24, 2026, Plaintiffs filed a Reply and Objections to the Shoffner Declaration filed in support of the Opposition.

II. Procedural Issues

As an initial matter, the Court notes that the Re-Notice of Motion contains two differing dates for the instant hearing - August 31, 2026, is the date listed in the caption, and August 11, 2026, is the date stated in the body of the Re-Notice of Motion.

However, given that the Opposition caption includes the proper date of the instant hearing, albeit with the incorrect hearing time, and the time, department, and courthouse address are all properly stated in the Re-Notice of Motion, the Court exercises its discretion to find notice of hearing of the instant Motion is satisfactory.

III. Evidentiary Objections

In conjunction with the Reply, Plaintiffs filed an objection to 16 paragraphs in the Shoffner Declaration accompanying the Opposition.

Upon review of the Shoffner Declaration, the Court OVERRULES Plaintiffs' objections as the Court finds the substance of the declaration to be relevant and provided with adequate foundation.

IV.

Legal Standard

Under Code of Civil Procedure, section 664.6: (a) If parties to pending litigation stipulate, in a writing signed by the parties outside of the presence of the court or orally before the court, for settlement of the case, or part thereof, the court, upon motion, may enter judgment pursuant to the terms of the settlement.

If requested by the parties, the court may retain jurisdiction over the parties to enforce the settlement until performance in full of the terms of the settlement.

(b) For purposes of this section, a writing is signed by a party if it is signed by any of the following: (1) The party. (2) An attorney who represents the party. (3) If an insurer is defending and indemnifying a party to the action, an agent who is authorized in writing by the insurer to sign on the party's behalf.

This paragraph does not apply if the party whom the insurer is defending would be liable under the terms of the settlement for any amount above the policy limits. (Code Civ. Proc., Sec. 664.6.)

"It is for the trial court to determine in the first instance whether the parties have entered into an enforceable settlement. [Citation.] In making that determination, 'the trial court acts as the trier of fact, determining whether the parties entered into a valid and binding settlement. [Citation.] Trial judges may consider oral testimony or may determine the motion upon declarations alone. [Citation.] When the same judge hears the settlement and the motion to enter judgment on the settlement, he or she may consult his [or her] memory. [Citation.]' " (Osumi v. Sutton (2007) 151 Cal.App.4th 1355, 1360.)

V.

Discussion

Parties' Arguments

Plaintiffs move to enforce the terms of a document entitled "Confidential Settlement Term Sheet" ("Term Sheet") and enter judgment against Defendants. (Motion, Bibbins Decl.)

In support of the Motion, Plaintiffs submit a declaration from one of the principals of Plaintiffs and attach a copy of the Term Sheet. (Motion, Bibbins Decl., Exh. 1.)

Plaintiffs contend the Term Sheet is an enforceable settlement agreement because it is in writing, it was signed by all parties, and all parties were represented by counsel. (Motion, pp. 2-3, Bibbins Decl., Exh. 1.)

Plaintiffs further state that "[t]he fact that the agreement indicates that the parties intended further documentation does not affect the ability to obtain a judgment. 'When parties intend that a n agreement be binding, the fact that a more formal agreement must be prepared and executed does not alter the validity of the agreement.' " (Motion, pp. 2-3, citing Blix Street Records Inc. v. Cassidy (2010) 191 Cal.App.4th 39, 48-49.)

In Opposition, Defendants contend the Term Sheet is not a final document, as evidenced by its lack of finalized material terms and lack of accompanying transactional documents. (See Opp. p. 4.)

Defendants state there is neither a meeting of the minds between the parties nor an enforceable settlement agreement, and "[a]t best, the parties had nothing more than a textbook agreement to agree." (See Opp., p. 4.)

Defendants point to P.P. 1, 7-8, 10, and 12 of the Term Sheet as containing terms that demonstrate the Term Sheet was an ongoing discussion between the parties. (Opp., p. 13.)

Further, Defendants highlight that P. 17, which states the Term Sheet is a "binding agreement," also states the Term Sheet requires the parties use their best efforts to consummate the Settlement contemplated in the Term Sheet. (Opp., p. 14.)

Defendants also highlight that material terms were left for future negotiation and document, such as the SPV Purchase terms, the general releases and covenants not to sue, the promissory note, non-conflicting fees provisions, and the party to receive the settlement consideration. (See Opp., pp. 14-15.)

Finally, Defendants state that the $4.15 million that Plaintiffs demand in the Motion is not a settlement but rather a purchase price in a commercial asset sale; as such, Defendants state "summary section 664.6 procedure is not a vehicle for compelling the closing of a multi-million-dollar asset purchase, directing an escrow, and adjudicating the parties' ongoing commercial obligations-- obligations the parties were still negotiating after signing and never finalized." (Opp., p. 16.)

Additionally, Defendants state no payment obligation Plaintiffs invoke has come due or been breached, and Plaintiff's own authorities confirm the Motion fails. (Opp., p. 17.)

In support of the Opposition, Defendants provide a declaration from the Chief Operating Officer of two of Defendants and various documents. (Opp., Shoffner Decl., Exhs. A-C.)

In Reply, Plaintiffs contend that the "fact that the parties anticipated a more formal set of documents does not mean that the agreement is not enforceable as is because all of the material terms are in the binding agreement. Indeed, the Term Sheet itself expressly distinguishes between the binding agreement already reached and the later documentation contemplated to implement that agreement." (Reply, p. 4.)

Plaintiffs contend the principles of Kohn v. Jaymar-Ruby Inc. (1994) 23 Cal.App.4th 1530 apply to this matter (Reply, pp. 4-5) and, as such, the Court should find that the Term Sheet contains all the material terms of the agreement between the parties. (Reply, pp. 5-8.)

Finally, Plaintiffs contend there are no disputed issues of fact on the material terms; the terms of the Term Sheet are not ambiguous; and Defendants' arguments and evidence are mere attempts to re-negotiate the contract after-the-fact and thus are not pertinent to the issues addressed by the instant Motion. (Reply, pp. 9-10.)

Analysis

"Contracts are formed in the same way in both the settlement and the nonsettlement context." (Weddington Productions, Inc. v. Flick (1998) 60 Cal. App.4th 793, 815.)

"A contract must be so interpreted as to give effect to the mutual intention of the parties as it existed at the time of contracting, so far as the same is ascertainable and lawful." (Civ. Code, Sec. 1636.)

"The language of a contract is to govern its interpretation, if the language is clear and explicit, and does not involve an absurdity." (Civ. Code, Sec. 1638.)

"When a contract is reduced to writing, the intention of the parties is to be ascertained from the writing alone, if possible." (Civ. Code, Sec. 1639.)

" '[The] whole of a contract is to be taken together, so as to give effect to every part, if reasonably practicable, each clause helping to interpret the other." (Mitchell v. Exhibition Foods, Inc. (1986) 184 Cal.App.3d 1033, 1041, citing Civ. Code, Sec. 1641.)

Here, the Court finds the Term Sheet on its face is not a valid and enforceable settlement contract between the parties. (Weddington Productions, Inc., supra, 60 Cal. App.4th at p. 815; see also Mitchell, supra, 184 Cal.App.3d at p. 1041.)

The Court finds that mutual consent as to the material terms of the Term Sheet did not occur as certain key details are missing from the Term Sheet - namely, the Term Sheet does not identify a certain date or manner of payment for the SPV Purchase; certain dates for interest payments; or certain dates for monthly installment payments. (Motion, Bibbins Decl., Exh. 1, P.P. 4-6; Civ. Code, Sec. 1638.)

Also, the Terms Sheet does not contain an attached promissory note that the Term Sheet states "shall be made part of the Settlement Agreement." (Motion, Bibbins Decl., Exh. 1, P. 6; Civ. Code, Sec. 1638.)

Further, the express terms of the Term Sheet make reference to a Settlement Agreement that is separate and apart from the Term Sheet, thereby demonstrating the Term Sheet itself is not the final settlement agreement between the parties.

For example, P. 1 states "[t]he parties shall negotiate in good faith to finalize a long-form Settlement Agreement consistent with this Term Sheet"; P. 10 states that "[t]he Settling Parties will use their best efforts to draft, finalize, and execute the Settlement Agreement no later than April 24, 2026"; and P. 12 states that "[u]ntil such time as there is an executed Settlement Agreement, the existence and terms of this Term Sheet shall remain confidential." (Motion, Bibbins Decl., Exh. 1, P.P. 1, 10, 12; Civ. Code, Sec. 1638.)

Additionally, the express terms of each page of the Term Sheet state it is a not a final agreement between the parties - indeed, each page is marked with the following note: "Subject to Ongoing Review and Comment." (Motion, Bibbins Decl., Exh. 1; Civ. Code, Sec. 1638.)

Also, the Court notes it may not create missing terms or create terms that are not well-defined and clearly expressed by the parties. (Weddington Productions, supra, 60 Cal.App. at pp. 817-818.)

Thus, by the plain terms of the Term Sheet, it is clear to this Court that no enforceable settlement contract formed between the parties as to the Term Sheet.

To the extent Plaintiffs rely on Blix Street Records, Inc., supra, 191 Cal.App.4th to support their assertion that the Term Sheet is merely a less formalized enforceable settlement agreement between the parties, the Court finds Blix Street Records is factually and legally distinguishable from the instant circumstances.

In Blix Street Records, the Second District Court of Appeal held that "even if the settlement agreement had not been binding, appellants were judicially estopped from denying the enforceability of that agreement because they represented to the trial court that the case had settled and the trial court discharged the jury in reliance on that representation." (Id., at p. 41.)

Notably, the subject settlement agreement in Blix Street Records "itself recited that it was enforceable, and the parties so represented to the trial court." (Id., at pp. 48-49.)

By contrast, the parties here did not represent to the Court that they had settled the action prior to the instant Motion.

While the Court acknowledges that the Term Sheet here contains a provision regarding its binding nature and governing law, the Court notes these references are made as to the Term Sheet and an accompanying Settlement Agreement.

Further, the issue in Blix Street Records centered around the parties' representations to the trial court regarding settlement and the issue of judicial estoppel.

But neither of these circumstances are present here.

Thus, given the circumstances and contractual terms here, the Court finds the instant matter is legally and factually distinguishable from Blix Street Records.

Insofar as Plaintiffs also rely on Kohn, supra, 23 Cal.App.4th 1530 to request the Court grant the Motion, the Court finds Kohn is inapt to the instant circumstances of this case.

In Kohn, the First District Court of Appeal evaluated whether there was sufficient evidence of a binding settlement to permit the trial court to enter judgment pursuant to Code of Civil Procedure section 664.6. (See id., at p. 1533.)

The trial court, who presided over the settlement conference between the parties, considered extrinsic evidence such as minutes of the settlement conference; declarations from the parties' counsel; and the trial judge's own recollection of the settlement conference between the parties. (See id., at pp. 1533-1534.)

The appellate court affirmed the trial court's ruling to enter judgment pursuant to a settlement agreement, holding that substantial evidence supported the trial court's ruling. (See id., at p. 1533.)

In contrast to Kohn, the instant Court's determination arises from the express terms of the Term Sheet, not extrinsic evidence.

Further, even when the Court looks at all the evidence submitted by the parties, Plaintiffs here merely provided a copy of the Term Sheet and a sparse declaration from one of the principals of Plaintiffs, Tyler Bibbins, to support the Motion. (Motion, Bibbins Decl., Exh. 1.)

The Court does not find that Plaintiffs' minimal proffered evidence of Bibbins' six-paragraph declaration demonstrates that the Term Sheet is an enforceable settlement agreement between the parties.

Indeed, Bibbins merely states that the "parties entered into a binding agreement to resolve the issues in this case" by way of the Term Sheet, and "[t]he settlement agreement has not been modified or amended." (See Motion, Bibbins Decl., P.P. 2, 4.)

The Court does not find these conclusory statements either sufficient or persuasive to prove the existence of an enforceable settlement agreement between the parties in the Term Sheet.

Moreover, the Term Sheet provides the process that is to occur when there is a final settlement agreement, and the Court's own docket reflects this process has not occurred.

Specifically, P. 7 and P. 8 of the Term Sheet state that upon execution of a settlement agreement, the parties will file a notice of conditional settlement in the Court, and Plaintiffs will voluntarily dismiss the case; however, the Court's docket reflects neither a notice of conditional settlement nor a voluntary dismissal of the action. (Motion, Bibbins Decl., Exh. 1, P.P. 7-8; Civ. Code, Sec. 1638.)

Such circumstances further underscore that the Terms Sheet is not a final and enforceable settlement agreement between the parties.

For all these reasons, the Motion is DENIED.

VI. Conclusion & Order

For the foregoing reasons, Plaintiffs Balthus Credit GP LLC and Balthus Care Credit Fund I LLC's Motion to Enforce Settlement is DENIED.

Moving parties are ordered to give notice.

Case Number: 25STCV28247 Hearing Date: August 31, 2026 Dept: 512 HEARING DATE: Mon., August 31, 2026 JUDGE /DEPT: Mkrtchyan/512 CASE NAME: Safarov v. Robles, et al. COMP FILED: 09-29-25