Miller v. California Dept. of Transportation CA2/7

Opinion

Filed 9/29/26 Miller v. California Dept. of Transportation CA2/7 NOT TO BE PUBLISHED IN THE OFFICIAL REPORTS California Rules of Court, rule 8.1115(a), prohibits courts and parties from citing or relying on opinions not certified for publication or ordered published, except as specified by rule 8.1115(b). This opinion has not been certified for publication or ordered published for purposes of rule 8.1115.

IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA

SECOND APPELLATE DISTRICT

DIVISION SEVEN

SCOTT MILLER et al., B345954 Plaintiffs and Appellants, (Los Angeles County Super. Ct. v. No. 22STCV06022)

CALIFORNIA DEPARTMENT OF TRANSPORTATION,

Defendant and Respondent.

APPEAL from an order of the Superior Court of Los Angeles County, Armen Tamzarian, Judge. Affirmed. Tesser Grossman, Brian M. Grossman, Ryan C. Duckett and Bethany Burrill for Plaintiffs and Appellants. Erin E. Holbrook, Chief Counsel, Jerald M. Montoya, Deputy Chief Counsel, William T. Kamizolas and Daniel Y. Choi for Defendant and Respondent. Scott and Melissa Miller appeal from a judgment entered after the trial court granted summary judgment for the California Department of Transportation (Caltrans) on the Millers’ causes of action for breach of contract and breach of the implied covenant of good faith and fair dealing relating to the parties’ prior settlement agreement.1 The Millers alleged that as part of the settlement agreement, Caltrans promised to build a retaining wall (the North Wall) that would address a deep-seated landslide on their property and provide the stability necessary to complete the Millers’ grading plan. Although Caltrans built the North Wall, the Millers alleged the wall failed to address the deep-seated landslide on the Millers’ property. The Millers also alleged Caltrans failed to provide them with sufficient information relating to Caltrans’s construction of a wall along the Pacific Coast Highway (PCH) adjacent to the Millers’ property (the South Wall). The trial court concluded as a matter of law that Caltrans did not breach the parties’ agreement or the implied covenant of good faith and fair dealing. Further, the Millers waived their right to object to the North Wall, and they were equitably estopped from asserting their claims. We affirm.

FACTUAL AND PROCEDURAL BACKGROUND

A. The First Lawsuit and Settlement Agreement2 In mid-1995 the Millers purchased property on Sea Vista Drive in Malibu, California (the Property) on the north side of the 1 We refer to Melissa and Scott collectively as the Millers and individually by their first names. 2 The facts in this and subsequent sections are taken from the declarations and exhibits submitted by the parties in connection with Caltrans’s motion for summary judgment.

2 PCH. The Property has a bluff with a south-facing slope leading down to the PCH. A historic deep-seated landslide runs through the area, including through the southern portion of the Property, on both sides of and underneath the PCH. The deep-seated slide experienced reactivation in 1969, 1978, 1993, and early 1995. In May 1995 the Millers signed an “Access Agreement” with Caltrans permitting Caltrans to perform landslide abatement grading and to store equipment on the Property. Caltrans removed soil from the Property during its grading operations in 1995, and shortly thereafter an initial slide occurred in the area where Caltrans previously worked on the eastern side of the Property. Years later, during a multi-day storm that occurred from late December 2004 to January 2005, the Property’s bluff failed, causing a shallow (surficial) landslide. On August 11, 2010 Melissa voluntarily filed for bankruptcy. On September 8 the Millers filed an inverse condemnation lawsuit against Caltrans alleging Caltrans’s 1995 work caused immediate damage to the Property and the 2005 surficial landslide, which impacted the Millers’ bluff and slope. Melissa stated she and Scott filed the lawsuit to require Caltrans to remedy the damage caused by its 1995 work, including the 2005 surficial landslide, and to stabilize the slope of the Property to prevent future slides. On December 17 Caltrans filed a condemnation action against the Millers for an easement underneath the Property to construct tie-backs for a planned wall south of the PCH (the South Wall) to stabilize the PCH and surrounding areas. In 2013 the Millers retained civil engineer Robert Hollingsworth to evaluate the repairs necessary to stabilize the 2005 shallow landslide and the decades-old deep-seated 3 landslide, both of which impacted the Property. Hollingsworth reviewed Caltrans’s plans for the South Wall and determined that although the wall was intended to stabilize the PCH with respect to the deep-seated slide, it would not be sufficient to stabilize the portion of the deep-seated landslide extending north of the PCH into the Property, and further, the plans for the South Wall did not indicate the factor of safety the wall would achieve.3 Hollingsworth therefore prepared a plan to construct a mid-slope “tieback soldier pile wall” with “tieback anchors” (the mid-slope tieback wall) to stabilize the slope and address the deep-seated landslide that extended into the Property. On May 13, 2013 Hollingsworth issued a geotechnical report (the 2013 report) with these preliminary slope stabilization recommendations for the Property. On January 19, 2015 the Millers and Caltrans attended a mediation and signed a stipulation, which stated Caltrans “[t]entatively . . . agreed to construct a retaining/tieback wall in their right of way contiguous to both the Miller property and Pacific Coast Highway,” i.e., at the bottom of the Property’s southern slope, north of the PCH (the North Wall). The stipulation also stated the “Miller grading plan and the State’s wall need to be verified and engineered in concert with one another, so as to confirm that they are compatible.” In February 2015 the Millers’ attorney asked the Millers’ new civil engineer, Kevin Keegan, to develop a revised grading 3 Hollingsworth explained, “The factor of safety for landslide stability is a ratio of the forces resisting a slope’s movement to the forces driving it to fail. The factor of safety is a critical benchmark for assessing slope stability that helps engineers understand how close a slope is to failure.”

4 plan (the Keegan plan) in light of the proposed North Wall instead of Hollingsworth’s proposed mid-slope tieback wall. According to Hollingsworth, he changed his grading recommendations to remove the mid-slope tieback wall because the North Wall would “presumably address the deep-seated failure surfaces extending from the Miller’s Property.” Keegan based his preliminary grading plan on Hollingsworth’s revised recommendations. Accordingly, the Keegan plan did not include any features to stabilize the deep-seated slide on the Property, relying instead on the North and South Walls for stabilization. Caltrans and the Millers attended two additional mediations, and on November 16, 2015 the parties executed a settlement agreement (the Agreement) to resolve the parties’ pending lawsuits. The Agreement provided that the bankruptcy court in Melissa’s bankruptcy case had jurisdiction over the settlement. The Agreement required Caltrans to pay approximately $1.5 million in “Settlement Funds,” with a portion of the funds (the “Grading Funds”) to be used for repair of the Property. The Agreement provided in section 2.4: “The Grading Funds shall first be used to perform and complete the grading project as provided for in prior discussions between Robert Hollingsworth and employees of the State and as provided for in concept grading plans furnished . . . . Once the grading project has been completed, Ms. Miller shall be able to use the balance of the funds in the Grading Account as determined by the [bankruptcy court].” Under section 2.5, the bankruptcy court would determine the use of the remainder of the Settlement Funds.

5 The central provision of the Agreement at issue in this case is section 3, which provides with respect to Caltrans’s construction of the North Wall: “The State will build a wall, with tie backs (the “Wall”), on the same side of Pacific Coast Highway as the [Property], within the easement already acquired by the State, as provided for in prior discussions. The Parties agree that the improvements in the State’s Right of Way (including the construction of the Wall) and the improvements to be performed on the Property are independent and separate projects. Parties and their consultants, including but not limited to engineers and contractors, agree to act reasonably to accommodate the two separate improvements. The timing and course of construction for both projects shall be coordinated in a way to facilitate recognized design and construction practices and to facilitate the successful completion of each individual project. If a dispute should arise because the respective Parties cannot agree then the Bankruptcy Court shall have jurisdiction to resolve the dispute . . . .” On November 23, 2015 Caltrans’s attorney emailed the Millers’ attorney and requested the Millers submit their “finalized and stamped” grading plan to Caltrans’s engineers “for final coordination” before submission to the contractor. On December 7 Caltrans’s attorney again requested the Millers’ finalized plan, this time attaching the preliminary grading plans that Keegan had submitted to Caltrans and noting her understanding that “Caltrans has designed its wall in accordance with these grading parameters in mind.” On December 16, 2015 Keegan prepared a revised preliminary slope repair plan.

6 B. The Amendment and Approval of the North Wall Plans On June 1, 2016 the parties amended the Agreement (the Amendment) and agreed that “[s]ubject to the design of the Wall having been approved by the Millers, the Millers hereby agree to grant an additional, permanent easement to the State to accommodate the tiebacks for the Wall if necessary.” (Italics added.) In February 2017 Caltrans provided the Millers its design plans for the North Wall. Keegan reviewed the plans and told Melissa he had concerns with the height of the wall. Around February 14, 2017 the Millers and their civil engineer and attorney attended a meeting with Caltrans to discuss the North Wall’s design. On February 15 Melissa submitted a debtor’s report to the bankruptcy court stating “Melissa Miller and her expert had some issues with the design of the [w]all. Since the Settlement requires the parties’ experts to work together to resolve any such issues, [Melissa] and/or her expert hope that those issues will be able to be resolved before the status conference.” On March 1, 2017 the bankruptcy court held a case management conference at which Melissa stated the parties had a disagreement over the design of the North Wall. The court stated it intended to hold an evidentiary hearing to resolve any issues regarding the design. On March 31 the Millers’ attorney sent Caltrans an email stating “[Melissa Miller] has not been provided with sufficient information to approve the design of the wall. Notwithstanding this . . . she feels that she has no choice but to instruct Cal Trans to proceed with the project (including the wall) as designed and to be built by Cal Trans. . . . Please confirm that Cal Trans will proceed to take whatever steps are necessary in order to complete the wall as quickly as possible.”

7 On May 1, 2017 Melissa reiterated her approval in a debtor’s report that stated “although Melissa Miller and her expert have some concerns about the design of the wall, [Melissa] chose not to further object to Cal Trans’s design for the wall, although there may be some negative effect on the estate (such as an increase in the costs of the grading project due to the design) . . . so that the wall may be completed as soon as possible. [Melissa] hopes that Cal Trans will take all of the steps necessary to achieve the goal of completing the wall as quickly as possible.” Following this report, Caltrans commenced (and later completed) construction of the North Wall. In September 2017 the Millers directed their new engineer, Leonard Liston III, of LC Engineering Group, Inc., to prepare a remedial grading slope repair plan based on the Keegan grading plan. The plan was finalized on February 1, 2019 for submission to the City of Malibu (the City). On March 19, 2019 the Millers’ “plan expediter,” Santos Planning, submitted a grading permit application to the City stating the requisite “code-conforming” stability for the grading plan would come from Caltrans’s wall projects. In response, the City requested the “Caltrans Geotechnical Design Report that defines and/or substantiates the ‘code-conforming stability’ for the Caltrans repair of the deep- seated landslide currently in progress.” On June 5, 2019, Stephen Montoya, an expediter for Santos Planning, emailed the City’s request to Caltrans and asked for “a copy of the geotechnical report used for the [Caltrans] work currently underway which fronts our client’s property.” Caltrans promptly provided a November 18, 2005 Caltrans Geotechnical Design Report for the South Wall and a September 12, 2016 Geotechnical Design Report for the North 8 Wall. The 2005 report for the South Wall provided stability calculations for the South Wall, but, as Hollingworth later opined in his declaration, the 2005 report did not provide sufficient information to determine whether the South Wall would stabilize the deep-seated slide on the Property. The 2016 report stated the North Wall was designed “so that it should not fail by the potential shallow slope instability”; it was not designed to address the stability of the deep-seated slide affecting the Property. The 2016 report referenced the 2013 Hollingsworth report (proposing the mid-slope wall to address the deep-seated landslide). After reviewing these reports, Liston and the Millers’ consultants concluded that because the North Wall did not address the stability for the deep-seated landslide and there was insufficient information with respect to the South Wall’s factor of safety, they could not provide the requested information to the City. As a result, the Millers’ consultants prepared a revised grading plan with a smaller usable graded pad atop their bluff. The Millers submitted a new grading permit application with the revised grading plan, which the City approved in September 2020. The Millers proceeded to grade their property.

C. The Second Lawsuit and Motion for Summary Judgment On February 17, 2022 the Millers filed a complaint against Caltrans alleging breach of contract and breach of the implied covenant of good faith and fair dealing. They alleged Caltrans failed to construct a wall that supported and was compatible with the Millers’ original grading plan (the Keegan grading plan) and failed to provide plans, drawings, and engineering calculations for the North and South Walls, frustrating the purpose of the 9 Agreement. During the parties’ discovery efforts two years later, on February 2, 2024 the Millers’ attorney requested Caltrans’s “stability calculations for the South Wall.” Caltrans responded a few days later that the Millers already had sufficient information to “ascertain the stability of the South Wall,” including from Hollingsworth’s 2013 report. However, Caltrans provided its South Wall “slope stability calculations” with the caveat that it had not been able to verify the calculations because of the long- ago retirement of the engineer who made the calculations and the absence of other documents as a result of Caltrans’s record retention policies. On October 11, 2024 Caltrans moved for summary judgment, or in the alternative, summary adjudication, on the bases that the Millers’ causes of action failed as a matter of law and were barred by the doctrine of equitable estoppel based on Melissa’s approval of the wall’s plans. Caltrans argued the undisputed evidence showed it built the North Wall required by the Agreement, provided plans for the wall, was under no obligation to provide information relating to the South Wall (although it did provide some), and in 2019 the Millers only requested information relating to Caltrans’s work on their property (i.e., the North Wall). The Millers argued in their January 8, 2025 opposition that triable issues of material fact existed as to whether the North Wall complied with Caltrans’s obligations under the Agreement and whether Caltrans breached the implied covenant of good faith and fair dealing by failing to provide the requested plans and specifications in 2019. After a hearing, on February 13, 2025 the trial court granted Caltrans’s motion for summary judgment. The court considered at least nine “items of evidence” the Millers had 10 presented: five items pertained to correspondence before entry of the November 23, 2015 Agreement; the sixth was the Agreement’s reference to “prior discussions”; and three items involved post-Agreement facts. The court explained in its written ruling that the Millers’ extrinsic evidence “does not establish that the parties agreed upon, or even discussed prior to the settlement agreement, the specific characteristics of the wall, such as its height and the number, location, and depth of the tiebacks. Further, nothing in the settlement agreement states plaintiffs had a right to approve or reject specific characteristics of the contemplated wall.” The trial court addressed as alternative grounds for granting the motion that waiver and equitable estoppel precluded the Millers’ claims, explaining that the 2016 Amendment provided the Millers the right to approve the design; the Millers approved the North Wall’s design; and Caltrans built the North Wall pursuant to the approved plans. Accordingly, the Millers “waived any right to challenge the sufficiency of the wall they specifically authorized,” and the doctrine of equitable estoppel precluded the Millers’ claims. The trial court also found the Agreement did not impose any obligations on Caltrans regarding the South Wall, which was not the subject of the Agreement, nor did it specify what information Caltrans needed to provide regarding the North or South Wall, or when. Further, the Millers could not show Caltrans caused damage to the Property, because even if the geotechnical reports Caltrans disclosed during the second litigation had been provided earlier, they would not have been sufficient to obtain permit approval from the City. On February 21, 2025 the court entered judgment in favor of Caltrans.

11 The Millers timely appealed.4

DISCUSSION

A. Governing Law and Standard of Review Summary judgment is appropriate only if there are no triable issues of material fact and the moving party is entitled to judgment as a matter of law. (Code Civ. Proc., § 437c, subd. (c); Regents of University of California v. Superior Court (2018) 4 Cal.5th 607, 618; Camden Systems, LLC v. 409 North Camden, LLC (2024) 103 Cal.App.5th 1068; 1077-1078.) ““““We review the trial court’s decision de novo, considering all the evidence set forth in the moving and opposing papers except that to which objections were made and sustained.’” [Citation.] We liberally construe the evidence in support of the party opposing summary judgment and resolve doubts concerning the evidence in favor of that party.’”” (Hampton v. County of San Diego (2015) 62 Cal.4th 340, 347; accord, Camden Systems, at pp. 1077-1078.) A defendant moving for summary judgment has the initial burden of presenting evidence that a cause of action lacks merit because the plaintiff cannot establish an element of the cause of action or there is a complete defense. (Code Civ. Proc., § 437c, subd. (p)(2); Aguilar v. Atlantic Richfield Co. (2001) 25 Cal.4th 826, 853; Sabetian v. Exxon Mobil Corporation (2020) 57 Cal.App.5th 1054, 1068.) If the defendant satisfies this initial 4 We deny the Millers’ July 31, 2026 motion to augment the record because all documents relevant to the appeal, including the Keegan and Hollingsworth declarations and the complaint (with exhibits) are included in the appellants’ appendix, respondents’ appendix, or appellants’ supplemental appendix.

12 burden, the burden shifts to the plaintiff to present evidence demonstrating there is a triable issue of material fact. (Code Civ. Proc., § 437c, subd. (p)(2); Aguilar, at p. 850; Sabetian, at p. 1069.) “‘[S]ummary judgment cannot be granted when the facts are susceptible to more than one reasonable inference.’” (Husman v. Toyota Motor Credit Corp. (2017) 12 Cal.App.5th 1168, 1180; accord, Rosas v. BASF Corp. (2015) 236 Cal.App.4th 1378, 1392.) “[E]ven though the court may not weigh [a plaintiff’s] evidence or inferences against [a defendant’s] as though it were sitting as the trier of fact, it must nevertheless determine what any evidence or inference could show or imply to a reasonable trier of fact.” (Aguilar, at p. 856.)

B. Principles of Contract Interpretation “‘The rules governing the role of the court in interpreting a written instrument are well established. The interpretation of a contract is a judicial function. [Citation.] In engaging in this function, the trial court “give[s] effect to the mutual intention of the parties as it existed” at the time the contract was executed. [Citation.] Ordinarily, the objective intent of the contracting parties is a legal question determined solely by reference to the contract’s terms.’” (Brown v. Goldstein (2019) 34 Cal.App.5th 418, 432; accord, State of California v. Continental Ins. Co. (2012) 55 Cal.4th 186, 195; Sabetian v. Exxon Mobil Corporation, supra, 57 Cal.App.5th at p. 1069.) ““‘If contractual language is clear and explicit, it governs.’”” (Fuentes v. TMCSF, Inc. (2018) 26 Cal.App.5th 541, 549.) “‘Extrinsic evidence is admissible, however, to interpret an agreement when a material term is ambiguous.’” (Brown, at p. 432; accord, Wolf v. Walt Disney Pictures & Television (2008) 162 Cal.App.4th 1107, 1126; see 13 Pacific Gas & E. Co. v. G.W. Thomas Drayage etc. Co. (1968) 69 Cal.2d 33, 37, 39-40 [notwithstanding the plain and unambiguous language on the face of a contract, if extrinsic evidence is “relevant to prove a meaning to which the language of the instrument is reasonably susceptible,” the extrinsic evidence may be admitted to determine the contracting parties’ objective intent].) Ambiguity in a contract does not arise from “‘“[d]isagreement concerning the meaning of a phrase,” or “‘the fact that a word or phrase isolated from its context is susceptible of more than one meaning.’” [Citation.] “‘[L]anguage in a contract must be construed in the context of that instrument as a whole, and in the circumstances of that case, and cannot be found to be ambiguous in the abstract.’”’” (Terrell v. State Farm General Ins. Co. (2019) 40 Cal.App.5th 497, 503.)

C. The Trial Court Did Not Err in Granting Caltrans’s Summary Judgment Motion 1. Breach of contract cause of action a. Caltrans met its initial burden on summary judgment The elements of a cause of action for breach of contract are “‘(1) the [existence of the] contract, (2) plaintiff’s performance or excuse for nonperformance, (3) defendant’s breach, and (4) damage to plaintiff therefrom.’” (Wall Street Network, Ltd. v. New York Times Co. (2008) 164 Cal.App.4th 1171, 1178; accord, Kumaraperu v. Feldsted (2015) 237 Cal.App.4th 60, 70.) Caltrans carried its initial burden to present evidence that the Millers cannot establish it breached the Agreement. The clear and explicit terms of the Agreement required Caltrans to “build a wall, with tie backs . . . within the easement already acquired by 14 the State, as provided for in prior discussions.” It is undisputed that Caltrans built a wall with tie backs within the easement acquired by the State (i.e., on the north side of the PCH). The Agreement did not require the wall to address the deep-seated slide on the Property or to meet a specific stability metric or factor of safety with respect to the Miller’s grading project; nor did the Agreement require Caltrans to ensure the City would approve the Millers’ permit application for its grading project. Further, the Agreement obligated Caltrans to “act reasonably to accommodate the two separate improvements” (the North Wall and the Millers’ grading project) and directed that “[t]he timing and course of construction for both projects . . . be coordinated in a way to facilitate recognized design and construction practices and to facilitate the successful completion of each individual project.” The only reasonable interpretation of this language is that there would be two potentially simultaneous but separate construction projects in the same area (but under the direction of two different parties), and the parties were required to ensure the work of one party would not interfere with the other. (See Pittsburg Unified School Dist. v. S.J. Amoroso Construction Co., Inc. (2014) 232 Cal.App.4th 808, 826 [“[W]e ‘consider the “‘clear and explicit’ meaning of [the contract] provisions, interpreted in their ‘ordinary and popular sense,’ unless ‘used by the parties in a technical sense or a special meaning is given to them by usage.’”’”].) The evidence shows that Caltrans met this requirement: It reviewed Hollingsworth’s 2013 report and Keegan’s preliminary slope repair plans, coordinated and communicated extensively with the Millers and their consultants during the pendency of the two separate projects, provided its North Wall design plans to the 15 Millers’ consultants, provided the Millers an opportunity to approve the North Wall design, and gave further geotechnical information to the Millers upon their request. Moreover, the Millers admitted in their complaint that they had no evidence to show the North Wall did not provide sufficient stability for the Millers’ grading project. They alleged “it is theoretically possible that the [w]all as-built might support the [Millers’] grading plan, [but] the absence of engineering calculations, plan or drawings (and Caltrans’ refusal to provide same to the Millers), render the [w]all useless to the Miller’s [sic] grading project.” Thus, the Millers’ lawsuit was based on their inability to secure permit approval for their initial grading plan (which the Millers alleged was necessary to fully grade and use a large, level area at the top of their slope) because they did not have sufficient information to provide the City regarding the stability of the hillside after implementation of their grading plan. But, as discussed, nothing in the Agreement required Caltrans to ensure the Millers could obtain the City’s approval. The undisputed evidence also shows Caltrans cooperated with the Millers and their engineers in coordinating the two projects. Caltrans offered the Millers the opportunity to ask questions regarding the grading plan and wall design, including stating in a December 7, 2015 email that “[i]f Miller’s consultant has questions I can put him in touch with the Caltrans engineer working on this.” Further, the bankruptcy court offered a full evidentiary hearing regarding the North Wall’s design, which the Millers declined. Caltrans also provided plans and geotechnical reports for the South Wall as early as 2013 (per the Hollingsworth report), which the Agreement did not require it to do. Caltrans then provided the North Wall plans to the Millers 16 for their approval pursuant to the Amendment, and Keegan admitted the Millers’ attorney (Michael Barmasse) in 2017 asked him “to review the Caltrans plans for the North Wall to ensure the North Wall would be compatible with the Keegan Plan.”5 b. The Millers did not meet their burden on summary judgment Because Caltrans met its initial burden on summary judgment, the burden shifted to the Millers to raise a triable issue of material fact. The Millers contend triable issues exist as to the meaning of the parties’ “prior discussions.” Specifically, the Millers assert the parties’ prior discussions show that Caltrans “repeatedly committed to . . . stabilize the deep-seated landslide,” which was necessary to support the Keegan grading plan. As the evidence shows, however, the Millers and their engineers assumed the North Wall (as opposed to their grading plan) was going to address the deep-seated landslide on the Property, but none of the evidence shows that Caltrans at any time made that commitment. The Millers also point to their post- Agreement conduct, which they argue likewise shows that their engineers finalized their grading plans based on an understanding that the North Wall would address the deep- seated landslide on the Property. Finally, the Millers argue Caltrans breached the Agreement by not acting reasonably to incorporate the Keegan grading plan into the North Wall project 5 Keegan clarified in his declaration in opposition to summary judgment, however, that Barmasse asked him to look at the plans from a design perspective, and not with respect to the stability of the North Wall.

17 and failing to provide sufficient plans and information for the North and South Walls. The first five items of evidence relied on by the Millers in the trial court and on appeal concern the parties’ communications before they entered the Agreement. First, Melissa stated in her declaration filed in opposition to summary judgment that the Millers’ objectives in filing the inverse condemnation action were to return the Property’s bluff to its condition before Caltrans’s 1995 soil removal and grading project damaged the Property and later caused the 2005 surficial landslide, and further, to stabilize the Property’s slope to prevent future slides. These objectives are echoed in the Millers’ experts’ declarations. Melissa also reiterated that “[d]uring the litigation” (at some unspecified time), Hollingworth met with Caltrans engineers to learn more about Caltrans’s plan to build the South Wall, and “Caltrans counsel and engineers assured us that the South Wall Project would stabilize the deep-seated landslide.” Second, the Millers argue that Hollingsworth, as stated in his declaration, initially proposed in 2013 to stabilize the slope with a mid-slope wall with tiebacks that would address the deep- seated slide on the Property. Hollingsworth stated that although one purpose of the South Wall was to stabilize the deep-seated landslide, Caltrans’s plans for the South Wall “did not indicate the calculated factor of safety that would be achieved by the repairs, or whether [the South Wall] would stabilize the active landslides on the Millers’ Property.” Hollingsworth raised his concern over the deep-seated landslide with Caltrans engineers and explained the critical failure area in his 2013 report. He further declared that after Caltrans agreed to build the North Wall, “because the North Wall would presumably address the 18 deep-seated failure surfaces extending from the Millers[] Property” to the PCH, he changed his slope repair recommendation because the Millers no longer had to install a mid-slope tieback wall to stabilize the slope. (Italics added.) Third, the parties’ January 19, 2015 stipulation stated, “The Millers’ counsel represent that their consultants have prepared a grading plan . . . to allow for the regrading of the Millers’ slope, which will repair the Millers’ slope.” Further, “[t]he Miller grading plan and the State’s wall need to be verified and engineered in concert with one another, so as to confirm that they are compatible.” Fourth, a January 28, 2015 email from the Millers’ attorney to Caltrans’s attorney stated, “I will be forwarding, with your agreement a copy of the newly proposed grading plan and request that your [e]ngineers review the same so as to verify that our grading operations can be supported by the proposed wall in your Right of Way.” (Boldface omitted.) Fifth, on February 18, 2015 Keegan prepared a new preliminary grading plan without any mid-slope wall or stability features to address the deep-seated slide on the Property; instead, the plan “relied upon the support of the North Wall, as it could not be constructed unless the slope of the Property was sufficiently stabilized.” In addition, Melissa confirmed in her declaration that after the parties’ second mediation on February 19, she “was informed by [her] counsel that Caltrans had confirmed that the Keegan Plan would be supported by the North Wall.” None of this evidence raises a reasonable inference that Caltrans agreed to design the North Wall to address the deep- seated landslide on the Property, achieve a specific factor of 19 safety or stability metrics, or ensure the City would approve the Millers’ grading plan. The declarations explaining the Millers’ objective for filing their action are at most evidence of the subjective goals of the Millers. They do not raise an inference as to the objective intent of the parties or evidence their prior discussions. (See Winograd v. American Broadcasting Co. (1998) 68 Cal.App.4th 624, 632 [“The terms of a contract are determined by objective rather than by subjective criteria. The question is what the parties’ objective manifestations of agreement or objective expressions of intent would lead a reasonable person to believe.”].) Moreover, any representations by Caltrans about the South Wall do not have any bearing on what Caltrans promised in the Agreement with respect to construction of the North Wall. Similarly, accepting Hollingsworth’s statements as true, as we must, his modification of his grading recommendation (later implemented in the Keegan plan) because “presumably” the North Wall would address the deep-seated landslide on the Property does not show that Caltrans ever agreed to stabilize the deep-seated slide on the Property. Further, the statement in the parties’ stipulation that the Millers’ grading plan and the North Wall had to be “compatible” does not show that Caltrans agreed to address the deep-seated slide on the Property. Nor did the January 28, 2015 email from the Millers’ attorney requesting that Caltrans engineers review the Millers’ grading plan to ensure that “grading operations” can be “supported by” the North Wall show that Caltrans agreed that the North Wall would stabilize the deep-seated landslide on the Property, as opposed to ensuring the North Wall adequately addressed the surficial slide that was allegedly caused by 20 Caltrans’s work on the Property in 2005. As Caltrans’s engineer Matthew Schott testified in his deposition, the North Wall was designed to address the surficial landslide while the South Wall addressed the deep-seated landslide. The Millers argue “Caltrans’ own engineer [Schott] admits he shared the same impression as the Millers—namely that Caltrans had an obligation to incorporate the Keegan Plans with its remedial action to [address] the [deep-seated slide] and that the Settlement Agreement required Caltrans to restore what Caltrans had damaged.” But that is not what Schott stated at his deposition. In the cited portion of his testimony, Schott stated it was his understanding that the Millers wanted to restore their Property to the condition it was in prior to the 2005 surficial landslide allegedly caused by Caltrans, but he did not know whether that was part of the Agreement. And, as discussed, he testified the North Wall was therefore designed to address the surficial slide. Schott never stated in his deposition that the Agreement required Caltrans in its construction of the North Wall to address the deep-seated landslide. Moreover, Schott clarified he was not privy to all the settlement discussions and did not know the terms of the Agreement. The Millers next point to three examples of the parties’ post-Agreement conduct as evidence they were unaware that the North Wall would not provide the necessary stability for the Millers’ grading plan, and had they known, they would not have proceeded with a grading project that the City would not approve. In an email dated November 23, 2015 Caltrans’s attorney told the Millers’ attorney that Caltrans had sufficient information to finalize the North Wall plans as long as it could “submit the design as agreed upon by the State and the [Millers’] expert.”

21 Caltrans’s attorney then added, “We need [the Millers’] grading plan finalized and stamped by their engineer so it can be submitted to our engineer for final coordination to submit to the contractor [for] the job.” (Italics added.) Then, on December 7, 2015 Caltrans’s attorney sent an email to the Millers’ attorney attaching the preliminary Keegan plan and stating she “believe[d] Caltrans has designed its wall in accordance with these grading parameters in mind,” and she requested the Millers’ engineer finalize the grading plan “so we can all be on the same page.” The Millers contend that had they not believed the North Wall was intended to address the deep-seated landslide, they would never have hired LC Engineering in 2017 to prepare a new remedial grading plan that was only viable if the North Wall stabilized the Property’s slope. Finally, Melissa stated in her declaration that “during [a] February 14, 2017 meeting” an (unnamed) Caltrans engineer “affirmatively stated that the North Wall was designed to the site conditions included within the Keegan Plan, and that it would therefore support the Keegan Plan.” These examples of post-agreement evidence show only the Millers’ subjective beliefs and that, after entering into the Agreement, the parties coordinated their efforts in developing the Millers’ grading and North Wall plans (either of which could have potentially stabilized the deep-seated slide on the Property), not that Caltrans promised to design the North Wall to stabilize the deep-seated slide on the Property. The Millers also rely on declarations and reports from their expert consultants stating their post-Agreement “understanding” that the North Wall (or North and South Walls together) would provide the necessary stability for the Millers’ grading plan. For 22 example, Liston stated in his declaration that after he was hired by the Millers in September 2017 to prepare the final grading plan, the Millers told him that the North Wall “was intended to stabilize the slope of their property.” Liston added that “[i]t was our understanding that either the North Wall itself, or the North Wall together with the South Wall Project, [would] provide[] code- conforming stability for the deep-seated slide affecting the Property.” According to Liston, his understanding was based in part on the fact Hollingsworth withdrew his recommendation for the Millers to build a mid-slope tieback wall after Caltrans agreed to construct the North Wall. A 2019 report prepared by the Millers’ geologist similarly stated that “[i]t is our understanding” that the North and South Walls would provide the necessary stability for the deep-seated landslide. That the Millers and their engineers believed the North Wall would stabilize the deep-seated landslide does not create a triable issue of fact that Caltrans ever made this commitment. As discussed, there is no evidence Caltrans agreed to do this or that the Millers’ consultants requested geotechnical information before Caltrans built the North Wall to confirm the wall would stabilize the deep- seated slide on the Property. Finally, the Millers contend Caltrans breached the requirement in the Agreement that it act reasonably by withholding information showing “the North Wall was not going to accomplish what the parties negotiated . . . such that the Wall would proactively support the regrading project.” Caltrans did not act unreasonably. First, there is no language in the Agreement requiring Caltrans to provide any specific information regarding the North or South Wall. Second, Caltrans provided geotechnical reports and plans relating to the South Wall as early 23 as 2013 (which Hollingsworth reviewed, determining the South Wall did not address the deep-seated landslide on the Property). And in 2017 Caltrans provided the Millers’ consultants access to the design plans for the North Wall, before Liston prepared the final grading plan. Further, when Melissa raised concerns about the proposed North Wall plans in February 2017, the bankruptcy court offered to hold an evidentiary hearing to address her concerns, but Melissa declined the offer and instead approved the North Wall’s design.6 Third, to the extent the information Caltrans provided on the North Wall design was insufficient, or the Millers needed underlying geotechnical information, the Millers waited two years after entering the Agreement and well after the North Wall was built to request additional geotechnical reports. When the Millers’ consultants finally requested this information, Caltrans promptly provided the reports it believed the Millers sought, and the Millers did not make any follow-up requests. Had the Millers wanted additional information about either wall, they could have inquired further. The Millers presented no evidence they requested Caltrans provide the 6 As discussed, Melissa decided to forego an evidentiary hearing in the bankruptcy court and instead approve the North Wall’s design notwithstanding the Millers’ contention they had “not been provided with sufficient information to approve the design of the wall” and had “some concerns about the design of the wall.” Further, Melissa elected not to object in the hope that Caltrans “will take all of the steps necessary to achieve the goal of completing the wall as quickly as possible.” We need not reach whether on these facts, as the trial court found, the Millers were equitably estopped from bringing claims to challenge “the sufficiency of the wall they authorized Caltrans to construct.”

24 geotechnical reports for the North Wall prior to the Millers submitting their revised grading plan to the City.

2. Breach of the implied covenant of good faith and fair dealing “The covenant of good faith and fair dealing, implied by law in every contract, exists merely to prevent one contracting party from unfairly frustrating the other party’s right to receive the benefits of the agreement actually made.” (Guz v. Bechtel National, Inc. (2000) 24 Cal.4th 317, 349 (Guz); accord, Rattagan v. Uber Technologies, Inc. (2024) 17 Cal.5th 1, 26, fn. 7.) “The implied covenant of good faith and fair dealing rests upon the existence of some specific contractual obligation.” (Racine & Laramie, Ltd. v. Department of Parks & Recreation (1992) 11 Cal.App.4th 1026, 1031.) The covenant cannot ““‘be endowed with an existence independent of its contractual underpinnings.’” [Citation.] It cannot impose substantive duties or limits on the contracting parties beyond those incorporated in the specific terms of their agreement.” (Guz, at pp. 349-350.) Caltrans contends the Millers’ cause of action for breach of the implied covenant of good faith and fair dealing fails as a matter of law because it was duplicative of the Millers’ failed breach of contract claim. The Millers argue, as they did in the trial court, that a triable issue of material fact exists as to whether Caltrans breached its duty of good faith and fair dealing by failing to ensure the North Wall addressed the deep-seated landslide and “by withholding vital information necessary for the Millers to complete the regrading project.” Specifically, the Millers contend Caltrans failed to provide the available plans, drawings, and engineering calculations that would have revealed 25 Caltrans’s walls were not sufficient to address the deep-seated landslide and stabilize the slope of the Property, thereby frustrating the purpose of the Agreement to obtain City approval for and to complete the Millers’ grading plan. Because the Millers’ breach of contract claim fails, so does their duplicative implied breach of the covenant cause of action. (Bionghi v. Metropolitan Water Dist. (1999) 70 Cal.App.4th 1358, 1370 [because “the cause of action for breach of the implied covenant is duplicative of the cause of action for breach of contract, [it] may be disregarded”]; see Guz, supra, 24 Cal.4th at p. 327 [“[W]here an implied covenant claim alleges a breach of obligations beyond the agreement’s actual terms, it is invalid.”].) Moreover, as discussed, the Agreement did not require Caltrans to design the North Wall to address the deep-seated slide on the Property, provide a specific factor of safety, or ensure City approval of the Millers’ grading plan. Likewise, the Agreement did not require Caltrans to give specific geotechnical information to the Millers, nor did the Millers request geotechnical information for the North Wall prior to submitting their grading plan for approval. DISPOSITION The February 21, 2025 judgment is affirmed. Caltrans is to recover its costs on appeal.

FEUER, J. We concur:

MARTINEZ, P. J. STONE, J.