MEMORANDUM DECISION
Pursuant to Ind. Appellate Rule 65(D), FILED
this Memorandum Decision shall not be Feb 08 2017, 8:52 am
regarded as precedent or cited before any
court except for the purpose of establishing CLERK
Indiana Supreme Court
Court of Appeals
the defense of res judicata, collateral and Tax Court
estoppel, or the law of the case.
ATTORNEYS FOR APPELLANT ATTORNEY FOR APPELLEE
David W. Stone IV Michael D. Rogers
Stone Law Office & Legal Research Smith Fisher Maas & Howard
Anderson, Indiana Indianapolis, Indiana
Michael W. Phelps
Nunn Law Office
Bloomington, Indiana
IN THE
COURT OF APPEALS OF INDIANA
Carisa Coffman, February 8, 2017
Appellant-Plaintiff, Court of Appeals Case No.
48A04-1608-CT-1975
v. Appeal from the Madison Circuit
Court
Theodore Brown, Toyota The Honorable Angela Warner
Material Handling Midwest, Sims, Judge
Inc., Trial Court Cause No.
Appellees-Defendants. 48C01-1311-CT-211
Bailey, Judge.
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Case Summary
[1] Carisa Coffman (“Coffman”) was involved in a motor vehicle collision with
Theodore Brown (“Brown”) while he was working for Toyota Material
Handling Midwest, Inc. (“Toyota Material”; collectively, “Toyota”). Coffman
sued and, after mediation, the parties entered into a settlement agreement.
Subsequent negotiations broke down concerning a release of liability as to
Toyota, and Toyota sought an order to enforce the settlement agreement. The
trial court granted the motion, and Coffman appeals.
[2] We affirm.
Issue
[3] Coffman raises a single issue for our review, which we restate as whether the
trial court erred when it entered its order enforcing the settlement agreement.
Facts and Procedural History
[4] Coffman and Brown were involved in a motor vehicle accident on July 10,
2013. Brown was operating a vehicle in the course of his employment with
Toyota Material.
[5] On November 18, 2013, Coffman filed suit against Brown, Toyota Material (on
a theory of respondeat superior), and United Farm Family Mutual Insurance
Company (“United Farm”). On March 6, 2014, the parties stipulated to the
dismissal of United Farm from the suit.
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[6] On January 23, 2014, Coffman moved the trial court for an order requiring the
parties to mediate the case. The trial court entered a mediation order requiring
mediation on January 24, 2014. A mediation was conducted on December 19,
2014. During the mediation, the parties reached an agreement as to damages
and other matters. The agreement was reduced to writing and signed by
Coffman and Toyota, and provided:
This case is settled for $17,500.00. Plaintiff agrees to pay Farm
Bureau and Anthem liens as well as any other liens and hold
Defendants harmless. Each party to pay one-half of mediation
expense.
(Appellee’s App’x at 39.)
[7] Also on December 19, 2014, the mediator filed a mediation report with the trial
court. The report informed the court that an agreement had been reached and
that a joint motion to dismiss the case would be forthcoming.
[8] After the mediation, Toyota submitted a check to Coffman’s counsel, and
requested that the check not be deposited pending negotiation and signature of
a release of liability as to Toyota. Coffman and Toyota negotiated the contents
of a release. However, Coffman refused to agree to a term in the release that
provided that Toyota denied liability and that the settlement payment was “not
to be construed as an admission of liability on the part of any party.”
(Appellant’s App’x at 43.) Negotiation on this and similar provisions continued
for several months.
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[9] On May 19, 2015, Coffman filed a motion to set aside the settlement
agreement. In her motion, Coffman argued that a mutually acceptable release
was a condition precedent to the settlement agreement; or in the alternative that
there was a mutual mistake of fact as to a material term of the settlement
agreement, namely, “that Plaintiff would be presented with a mutually
agreeable Release.” (Appellant’s App’x at 37.)
[10] Toyota responded on May 29, 2015, arguing that the release was not a
condition precedent of the settlement agreement, but was instead “a matter to
be resolved after settlement” (Appellant’s App’x at 46), and there was no
mutual mistake as to the release. On June 26, 2015, Toyota filed a
supplemental response to Coffman’s motion, in which Toyota informed the
trial court that Toyota was willing to remove the language concerning denial of
liability and that Toyota had informed Coffman of this, but that Coffman had
not responded. Toyota therefore requested that the trial court enforce the
settlement agreement.
[11] Coffman continued to oppose the enforcement of the agreement, arguing that
Toyota’s argument was “the most illogical argument undersigned counsel has
encountered in nearly 20 years in the practice of law” (Appellant’s App’x at 59),
that contract law dictated that the settlement be set aside, and that Coffman had
been damaged by the delay associated with the release negotiations. The trial
court ordered mediation concerning the issue of the release and the motion to
set aside the settlement agreement. Mediation was conducted on December 18,
2015, but the parties could not reach an agreement.
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[12] On February 17, 2016, Toyota filed a motion seeking a hearing on its June 26,
2015, request to enforce the settlement agreement. A hearing was scheduled
and continued on several occasions. Finally, on June 7, 2016, the trial court
conducted a hearing on Toyota’s motion to enforce the settlement. At the
hearing’s conclusion, the trial court took the motion under advisement.
[13] On July 29, 2016, the trial court entered its order granting Toyota’s motion to
enforce the settlement agreement. This appeal ensued.
Discussion and Decision
[14] Coffman’s contention that the trial court erred when it granted Toyota’s motion
to enforce the settlement agreement presents questions of contract law and
settlement enforcement.
[15] Indiana law strongly favors the enforcement of settlement agreements. Sands v.
Helen HCI, LLC, 945 N.E.2d 176, 180 (Ind. Ct. App. 2011) (citing Georgos v.
Jackson, 790 N.E.2d 448, 453 (Ind. 2003)), trans. denied. If a party agrees to
settle a pending action but then refuses to carry out her obligations under the
agreement, the opposing party may obtain a judgment enforcing the agreement.
Georgos, 790 N.E.2d at 453.
[16] Settlement agreements are governed by the same principles of contract law that
apply to other agreements. Id. Our supreme court has held that these principles
may apply in the setting of settlement agreements arising from mediations
governed by our state’s Alternative Dispute Resolution Rules. Id. at 454-55.
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The interpretation of a contract is a function for the courts. Fackler v. Powell,
891 N.E.2d 1091, 1095-96 (Ind. Ct. App. 2008), trans. denied. If the contract is
unambiguous and the intent of the parties can be discerned from the written
agreement, the court must give effect to the contract’s terms. Id. at 1096. In
such cases, the terms of the contract are conclusive and we do not construe the
contract or look to extrinsic evidence, but merely apply the contractual
provisions. Id. “‘A court will not find that a contract is so uncertain as to
preclude specific enforcement where a reasonable and logical interpretation will
render the contract valid.’” MH Equity Managing Member, LLC v. Sands, 938
N.E.2d 750, 758 (Ind. Ct. App. 2010) (quoting Conwell v. Gray Loon Outdoor
Mktg. Grp., Inc., 906 N.E.2d 805, 813 (Ind. 2009)), trans. denied.
[17] “[A] mere agreement to agree at some future time is not enforceable.” Wolvos v.
Meyer, 668 N.E.2d 671, 674 (Ind. 1996). However,
It is quite possible for parties to make an enforceable contract
binding them to prepare and execute a subsequent final
agreement. In order that such may be the effect, it is necessary
that the agreement shall have been expressed on all essential
terms that are to be incorporated into the document. That
document is understood to be a mere memorial of the agreement
already reached. If the document or contract that the parties
agree to make is to contain any material term that is not already
agreed on, no contract has yet been made; the so-called “contract
to make a contract” is not a contract at all.
Id. at 674-75 (quoting 1 Arthur Linton Corbin & Joseph M. Perillo, Corbin on
Contracts § 2.8 at 133-34 (rev. ed. 1993) (footnotes omitted)). Whether an
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agreement is an enforceable contract or an unenforceable agreement to agree
involves looking to 1) whether the parties had an intent to be bound, and 2) the
definiteness of the terms of the agreement. Id. at 675.
[18] Coffman contends that the trial court erred when it ordered enforcement of the
settlement agreement of December 19, 2014. Coffman argues that “[i]t was
improper for the trial court to require Coffman to treat the unagreed to [sic]
release as being of no importance to the enforceability of the mediated
settlement.” (Appellant’s Br. at 15.) Noting that Toyota here initially rejected
but eventually conceded to a demand that a disclaimer of liability be stricken
from the release that was the subject of the second mediation, Coffman argues
that there was no agreement on the terms of the release and thus the settlement
agreement was unenforceable. Coffman goes on to cite numerous cases that
she contends support her position, and concludes that the court erroneously
permitted Toyota to require a release, rendering a practical effect of “allowing
the defendant to withhold the funds until Coffman signs their release.”
(Appellant’s Br. at 22.)
[19] Put another way, Coffman’s argument is that agreement on the terms of a
release were essential terms of an agreement and, without release terms, there
was no enforceable settlement agreement—there was, instead, merely an
agreement to agree. We disagree.
[20] The settlement agreement provided:
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This case is settled for $17,500.00. Plaintiff agrees to pay Farm
Bureau and Anthem liens as well as any other liens and hold
Defendants harmless. Each party to pay one-half of mediation
expense.
(Appellee’s App’x at 2.) This agreement, signed by both parties, establishes the
essential terms of a settlement agreement: Coffman agreed to settle the case in
exchange for payment of $17,500.00 and undertook to satisfy various insurance
liens, with each party to pay one-half of the mediation costs and Coffman
undertaking to hold Toyota harmless for the insurance and other liens. A
settlement is “an agreement to terminate or forestall all or part of a lawsuit,”
Ansert Mech. Contractors, Inc. v. Ansert, 690 N.E.2d 305, 307 (Ind. Ct. App. 1997)
(quotation omitted), and thus settlement here requires dismissal of the case.1
The agreement itself does not mention the necessity of a release, and there is no
evidence that the release was a necessary term of the agreement—indeed, over
the course of the litigation Toyota was willing to dispense with the language of
the release to which Coffman had objected. Thus, as in MH Equity, there was a
reasonable and logical interpretation of the settlement agreement within the
four corners of the agreement. 938 N.E.2d at 758.
[21] Further, the trial court did not order that Coffman execute a proposed release.
Rather, the court ordered that the parties “submit a stipulation of dismissal
within the next 60 days” of its order enforcing the settlement agreement
1
We note that the settlement agreement here, though enforceable, is very spare; a more detailed agreement
might have foreclosed the present dispute entirely.
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(Appellant’s App’x at 13), with any subsequent release serving to memorialize
the initial settlement agreement without adding substantial terms. See Wolvos,
668 N.E.2d at 674-75. The court’s ordered remedy was squarely within the
terms of the settlement agreement. Thus, both the trial court’s interpretation of
the agreement and its order to enforce the agreement were not erroneous.
Conclusion
[22] The trial court did not err when it ordered the parties to submit a stipulation of
dismissal in enforcement of the settlement agreement.
[23] Affirmed.
Najam, J., and May, J., concur.
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