Currituck Associates—Residential Partnership v. Hollowell

HUNTER, Judge,

dissenting.

Since the parties did not reach a meeting of the minds and create an executed document setting out the terms of the settlement agreement, I disagree with the majority’s conclusion that the trial court properly granted the Motions To Enforce Settlement Agreement, and therefore, I respectfully dissent.

I disagree with the trial court’s findings and conclusions that there was a settlement agreement between the parties on 6 September 2002. For our appellate review, the findings were not supported by competent evidence. Hill v. Town of Hillsborough, 48 N.C. App. 553, 558, 269 S.E.2d 303, 306 (1980). Likewise, “[t]he conclusions of law drawn by the trial court from its findings of fact are fully reviewable de novo by the appellate court.” Mann Contr’rs, Inc. v. Flair with Goldsmith Consultants-II, Inc., 135 N.C. App. 772, 775, 522 S.E.2d 118, 121 (1999) (citing Humphries v. City of Jacksonville, 300 N.C. 186, 187, 265 S.E.2d 189, 190 (1980)).

Here, the trial court’s conclusions are not sufficiently supported by competent evidence. Appellee filed a breach of contract suit against appellants on 1 June 2001 and appellants filed a counter lawsuit against appellee on 20 September 2001. Before these cases were heard, the parties engaged in extensive negotiations to settle their contested claims. Appellee eventually filed motions to enforce the terms of the negotiations, which were granted by the trial court.

*31Courts should be extremely cautious in determining that parties have entered into a settlement agreement when the only evidence is multiple correspondence and documents exchanged between their counsel, but no documents signed by the parties which formalize the agreement. Here, the parties’ counsel, through e-mails and letters, constantly stated that “execution of a settlement agreement” was a provision to settling their claims. All terms were never completely agreed upon, and even if they were, the parties never signed a document finalizing the agreement.

For a valid contract to exist, the parties must have a meeting of the minds concerning material terms. Chappell v. Roth, 353 N.C. 690, 548 S.E.2d 499 (2001). In that case, our Supreme Court opined:

The “mutually agreeable” release was part of the consideration, and hence, material to the settlement agreement. The parties failed to agree as to the terms of the release, and the settlement agreement did not establish a method by which to settle the terms of the release. Thus, no meeting of the minds occurred between the parties as to a material term; and the settlement agreement did not constitute a valid, enforceable contract.

Id. at 693, 548 S.E.2d at 500.

As in Chappell, there was no meeting of the minds in the case now before us. The parties’ correspondence shows that negotiations and revisions of the settlement documents went before and beyond 6 September 2002. The evidence tends to show through the correspondence that both parties’ counsel had agreed on (1) the numbered items that appellants proposed on 28 August 2002, (2) appellee’s suggested “buy-back” clause of Pad 3 proposed on 30 August 2002, and (3) appellant’s marketing capabilities on 3 September 2002. However, the parties never agreed to all of the terms of the final document, and its execution was a material fact and condition to the parties having an agreement.

In contrast, in Bank v. Wallens and Schaaf v. Longiotti, 26 N.C. App. 580, 217 S.E.2d 12 (1975), this Court opined that reference to a more complete document does not necessarily indicate that material portions of the agreement have been left open for future negotiations. It could mean only that immaterial matters, which are of no consequence, will be added to complete the agreement. Id. However, in the case before us, the final document was material to their agreement. The parties’ counsel made changes to it until 7 March 2003, in order *32for the agreement to be executed and finalized at closing, which never occurred.

Starting on 25 February 2002 with appellee’s counsel offering to settle with an “execution of a settlement agreement,” the parties began to show their intent not to be bound until they executed a settlement agreement. Appellants’ willingness to settle on 28 August 2002 was based on “termination of the current contract (and its modifications) and the execution of a new agreement^]” Appellee did not object to that requirement in its 30 August 2002 e-mail response and counsel stated “[he was] going to refer to [appellants’] August 28, 2002 letter to [him] because that contained] the most recent settlement parameters.”

■ Then, on 3 September 2002, appellants’ counsel stated in an e-mail that he was “pleased that [they had] reached an agreement. . . . The remaining terms of the settlement agreement [were] consistent with those stated in [their] recent series of correspondence.” That recent series of correspondence included both parties agreeing that they wanted the execution of a settlement agreement, a mutual release and a non-disparagement clause. In response to appellants’ counsel’s e-mail, on 6 September 2002, appellee’s counsel sent an e-mail with an attached Mutual Release and Settlement Agreement, and he asked to be notified if any changes were necessary.

The evidence also tends to show that in the 2 September 2002 e-mail to appellee’s counsel, appellants’ counsel stated “in view of [the] settlement, please permit [that] e-mail to confirm the depositions scheduled for later [that] week [would] not take place.” On 23 December 2002, appellee’s counsel stated “[t]he parties ha[d] a settlement. [Appellant could not] now come up with some ‘issues’ to try to back out of the agreement.” Nevertheless, these statements do not undermine both parties’ expressed desire to have an executed contract and their continuous negotiations to finalize their agreement by executing a document setting it out.

After 6 September 2002, the parties continued to negotiate in correspondence dated 2 October 2002, 3 October 2002, 16 October 2002, 26 November 2002, 2 December 2002, 16 December 2002, 19 December 2002, 23 December 2002, 3 January 2003, 8 January 2003, 14 January 2003, 7 March 2003 and 24 March 2003. On 2 October 2002, appellee’s counsel asked for comments on the Settlement Agreement “so [they could] keep [the] settlement moving towards finalization.” *33On 11 November 2002, the parties began to have additional communication involving appellants’ concerns about the potable water system in the Currituck Club. On 8 January 2003, appellants’ counsel stated his client had deposited money in the trust account “for use in closing the transaction contemplated by [their] settlement negotiations in the event a settlement [was] ever reached.” Because of the water supply concerns, a stormwater easement was included on 14 January 2003 as an additional document to finalize the agreement, which did not exist on 6 September 2002.

On 7 March 2003, appellee’s counsel offered:

[I]f [appellants did] not desire to sell back Pad 3 to [appellee], but prefer[ed] to retain it, that would be satisfactory. . . . [He] believe [d they could] conclude the settlement by simply having documents executed that relieve[d appellants] from any obligation to purchase Pads 4-6 and relieve[d appellee] of any obligations to sell [appellants] Pads 4-6.

This e-mail shows that appellee was offering terms different from what the parties had negotiated by 6 September 2002. Furthermore, as late as 24 March 2003, appellee’s counsel sent an e-mail in response to a telephone conversation with appellants’ counsel the previous week. It suggested that appellants had proposed different terms to replace the previous negotiations, including that appellants did not intend to buy Pads 4-6 and wanted to sell to appellee their two condos in the Currituck Club. These last communications between appellee and appellants indicate that the parties were still negotiating the terms of the contract. By 24 March 2003, over twenty-eight weeks after 6 September 2002, they had not entered into a formalized agreement.

In addition, as found in Hines v. Tripp, 263 N.C. 470, 139 S.E.2d 545 (1965), the statute of frauds “does not require all of the provisions of the contract to be set out in a single instrument.” Id. at 474, 139 S.E.2d at 548. However, a contract is “nugatory and void for indefiniteness” if it leaves any “material portions open for future agreement.” Boyce v. McMahan, 285 N.C. 730, 734, 208 S.E.2d 692, 695 (1974). The facts of the case sub judice show that even if the statute of frauds’ written requirements for entering into a valid contract for land were satisfied, these parties never agreed to be bound by any contractual terms until they executed the finalized agreement or signed other binding documents. As further proof, the following clause was included in each draft of the proposed settlement agree-*34merit: “13. COUNTERPARTS: This Settlement Agreement may be executed in multiple counterparts and shall be binding upon all parties when a counterpart has been signed by all parties hereto and for all intents and purposes as if all of the parties had signed a single document.” (Emphasis added.)

The parties never signed separate documents nor did they sign this agreement and thus, were not bound by any of the settlement agreement negotiations at any time.

Therefore, I disagree with the majority because the parties contemplated the execution of a settlement agreement to finalize their negotiations and did not on 6 September 2002 have the present intent to be bound by any terms. I would hold that the trial court erred in granting the Motions to Enforce Settlement Agreement and I would let the lawsuits proceed accordingly.