Unpublished Disposition, 914 F.2d 264 (9th Cir. 1990)

MEMORANDUM^* 

Claimant appeals the trial court's refusal to release the proceeds of the sale of defendant property based on the vacation of a temporary restraining order (TRO) preventing transfer. The TRO had been issued pursuant to criminal forfeiture proceedings initiated against the asset's owner, a client of claimant.¹  Claimant argues that the vacation of the TRO was one of the three alternate events triggering release of the proceeds, as agreed in a stipulation entered into between claimant and appellee-United States Government. The trial court disagreed with claimant's reading of the stipulation, and refused to release the proceeds. We affirm.

We note first our jurisdiction to hear this appeal. See United States v. Roth, No. 90-16694 (9th Cir. Aug. 30, 1990). Because we have jurisdiction, we must reach the merits of claimant's argument that the trial court misread the stipulation.

Claimant argues that the instant issue "is a question of law, or one of mixed law and fact, subject to de novo review by this Court. See United States v. McConney, 728 F.2d 1195 (9th Cir. 1984) [sic]." Claimant's Brief at 3. The interpretation of the words of a stipulation is clearly not a pure question of law. Moreover, even adopting for argument's sake claimant's characterization of the issue as one of mixed law and fact does not automatically require de novo review. Rather, as McConney itself makes clear, " [i]f application of the rule of law to the facts requires an inquiry that is 'essentially factual' ... one that is founded 'on the application of the fact-finding tribunal's experience with the mainsprings of human conduct' ... the district court's determination should be classified as one of fact reviewable under the clearly erroneous standard." 728 F.2d at 1202 (citations omitted).

Such is clearly the case here, where the trial court explicitly noted that " [t]he circumstances which are on the record here and are known to the court plus the wording of the agreement dictate [d the] result." Appellant's Excerpt of Record ("ER"), at 222. The court that made this determination was assigned to both the criminal and civil forfeiture cases involving these parties, and was thus very well acquainted with the procedural and substantive steps taken by both parties leading up to the stipulation agreement. Given the importance the district court put on the surrounding circumstances of the case in reaching its decision, it is appropriate that we review its decision for clear error. See also Lundgren v. Freeman, 307 F.2d 104, 115 (9th Cir. 1962) (court applies clearly erroneous standard in reviewing trial court's finding of mutual mistake in contract based solely on written evidence).

We find ample reason to affirm the district court's interpretation of the stipulation. That court found that claimant's reading of the stipulation would defeat the purpose of including the first release trigger, which had originally been the centerpiece of the entire stipulation agreement. ER at 223. The proviso that vacation of the TRO would also trigger release of the funds was included at claimant's insistence. The district court, however, found that claimant had not adequately "flagged" the suggested change to the Government. Id. When confusion is created in a contract, in choosing between reasonable meanings the court should prefer the meaning which operates against the drafters responsible for the confusion. Restatement (Second) of Contracts Sec. 206 (1981); see also id. comment (a) (party inserting term into contract may sometimes deliberately leave meaning obscure).

Thus, the district court's decision is AFFIRMED.