Opinion
BCD-CIV-2022-00011
10-03-2023
THE VILLAGE AT OCEAN'S END CONDOMINIUM, Plaintiff, v. SOUTHWEST HARBOR PROPERTIES, LLC, et al., Defendants.
Russell Kelm, Esq. Law Offices of Russell A. Kelm Plaintiff Michael Traiser, Esq. Nicholas Bernate, Esq. Murray, Plumb & Murray Michael Traiser, Esq. Nicholas Bernate, Esq. Murray, Plumb & Murray Camden National Bank
Russell Kelm, Esq. Law Offices of Russell A. Kelm Plaintiff
Michael Traiser, Esq. Nicholas Bernate, Esq. Murray, Plumb & Murray Michael Traiser, Esq. Nicholas Bernate, Esq. Murray, Plumb & Murray Camden National Bank
ORDER ON CROSS-MOTIONS TO ENFORCE SETTLEMENT AGREEMENT AND FINAL JUDGMENT
Thomas R. McKeon Justice, Business & Consumer Court
On July 18,2023, the parties appeared for the first day of a jury trial in this dispute between the Plaintiff Condominium Association and the Defendant-developers. The Association had filed a multicount Complaint and the Defendants had filed a multicount Counterclaim, where most of the counts mirrored the Complaint. The status of each count as the case approached trial was as follows.
In Count I of both the Complaint and the Counterclaim, each party sought a declaratory judgment regarding a parcel of land withdrawn from the condominium. The court decided the issue at summary judgment. There were no issues for trial.
Count II of both the Complaint and Counterclaim remained for trial.
In Count III of both the Complaint and the Counterclaim, each party sought a declaratory judgment regarding the Association's ability to assess units. In its second order on summary judgment, the court ruled that the Association could assess declared units that the Developers owned but could not assess undeclared units. Tire court was also prepared to enter summary judgment on the amount owed, based on the math, but the court could not do so based on the summary judgment record.
Count IV of the Complaint was dismissed as moot.
On Count IV of the Counterclaim, the court granted the Defendants' second Cross-Motion for Partial Summary Judgment finding the Defendants' declared units held the right to vote. There were no issues for trial, In Count V of both the Complaint and the Counterclaim, each party sought a declaratory judgment regarding money that the Defendants failed to deposit in a working capital account. Tire court granted summary judgment on the issue of whether the funds had been deposited, but the issue of damages remained for trial, Count VI of both the Complaint and the Counterclaim remained for trial.
Prior to opening statements, the parties entered into a settlement agreement resolving their claims in the above-captioned matter. The agreement was dictated into the record by the court in the presence of counsel for each party. Counsel for Defendants volunteered to draft the release contemplated by the parties' agreement. Each attorney stated their agreement with the terms transcribed by the court. Nonetheless, a dispute concerning the agreement's terms arose when the parties attempted to memorialize the agreement and reduce it to a writing. Now before the court are the parties' cross-motions to enforce the settlement agreement's terms.
The Association filed a Motion to Strike Defendants' Reply Memorandum in Support of Cross-Motion to Enforce Settlement Agreement. The Association asserts that Defendants' reply was improper where the Association did not oppose Defendants' underlying cross-motion. See M.R. Civ. P. 7(e). However, Defendants' Objection to Plaintiff's Motion to Enforce Settlement Agreement and Cross-Motion to Enforce Settlement Agreement was filed on September 8, 2023. The Association's Reply Memorandum in Support of Motion to Enforce Settlement Agreement, dated September 15, 2023, is responsive to that objection and cross-motion. Thus, Defendants' Reply Memorandum in Support of Cross-Motion to Enforce Settlement Agreement, docketed September22,2023,is not improper under Rule 7(e). Id. ("Within 14 days of filing of any memorandum in opposition to a motion ... the moving party may file a reply memorandum"). The court did not, however, review or rely on the parol evidence provided with the Reply Memorandum.
"A settlement agreement is analyzed as a contract and the existence of a binding settlement agreement is a question of fact." Doe v. Lozano, 2022 ME 33, ¶ 13, 276 A.3d 44 (citations omitted); Est. of Snow, 2014 ME 105, ¶ 11, 99 A.3d 278 (quoting Muther v Broad Cove Shore Ass'n, 2009 ME 37, ¶ 6, 968 A.2d 539). A binding settlement agreement exists when the parties mutually intended "to be bound by terms sufficiently definite to enforce." Lozano, 2022 ME 33, ¶ 13, 276 A.3d 44 (internal quotation marks and citation omitted). "Whether the parties are merely negotiating the contract, or entering into a present contract, is purely a question of intention." Est. of Snow, 2014 ME 105, ¶ 12, 99 A.3d 278 (internal quotation marks and citation omitted).
When the record facts demonstrate that the parties to a dispute "report to the court that they have reached a settlement, read the terms of the agreement into the record with the assistance of counsel, and then express clear consent to those terms as recited, that settlement becomes an enforceable agreement and, upon acceptance by the court, is incorporated as a judgment of the court." Muther, 2009 ME 37, ¶ 7, 968 A.2d 539 ("In the instant matter, the transcript of the settlement agreement, without more, conclusively establishes the existence of a binding settlement agreement as a matter of law") (citations omitted). In other words, "where parties read a settlement agreement that contains all the necessary elements of an agreement into the court record, no further fact-finding is required" to determine whether that agreement is enforceable. See Lozano, 2022 ME 33, ¶ 14, 276 A.3d 44 (internal quotation marks and citations omitted). In such cases, "subsequent disputes that arose while attempting to reduce the settlement to a stipulated judgment did not affect that authority of the court to enforce the agreement through entry of a judgment incorporating the terms previously stipulated by the parties." Muther, 2009 ME 37, ¶ 8, 968 A.2d 539; see Lozano, 2022 ME 33, ¶ 17, 276 A.3d 44; Est. of Snow, 2014 ME 105, ¶ 13, 99 A.3d 278;.
Here, there is no question of fact concerning whether the parties entered into an enforceable agreement. As noted above, the parties through counsel read the terms of then agreement into the court record and expressed their clear consent to those terms as recited. Moreover, each party asserts that the agreement's terms are clear and unambiguous. Therefore, upon the court's acceptance of the settlement agreement at issue, it was fully incorporated as the Judgment of the court. See Muther, 2009 ME 37, ¶¶ 7-8, 968 A.2d 539. The transcribed settlement agreement constitutes the Judgment of the court.
Furthermore, the terms of the settlement agreement are sufficiently unambiguous to enforce.
1. Except for Count I of the Complaint and Counterclaim, dismissal of all claims in the Complaint and Counterclaim with prejudice. Tire court would enter final judgment on Count 1 based on the court's summary judgment order allowing the Association an appeal. Settlement Tr. 2:9-19.
2. Payment to the Association as spelled out in the transcript. Settlement Tr. 2:9-11. Tire payments will now be due 30 days from the date of this order.
3. The parties agree, consistent with the court's summary judgment decision with respect to CountsIII of the Complaint and the Counterclaim and Count IV of the Counterclaim, that the Association may assess all declared units, but not the undeclared units, and that all declared units may vote. Settlement Tr. 2:21-23.
4. Assessment is S250 per declared unit beginning in August, Settlement Tr. 3:15-18.
5. The parties each mutually release the other parties and it is binding on the Association and its members, as well as each of the Defendants. Settlement Tr. 2:19-25.
There were promises to draft a mutual release, which has not been done. It was, however, a nonessential provision as the only enforceable requirements of the release were spelled out in the transcript and are incorporated in this Judgment.
Based on the foregoing, the entry will be:
1. The Association's Motion to Enforce Settlement Agreement and Defendants' Cross Motion to Enforce Settlement Agreement are each GRANTED as laid out in this Judgment.
2. To the extent any of the Motions seek further relief, they are DENIED. The Association's Motion to Strike Reply Memorandum is also DENIED.
3. Final Judgment is entered on the court's summary judgment order dated April 12,2023, with respect to Count I of the Association's Complaint and Count I of Defendants' Counterclaim.
4. The remaining counts are dismissed with prejudice.
So ordered.
The Clerk is requested to enter this Order on the Docket, incorporating it by reference pursuant to Maine Rule of Civil Procedure 79(a).
Entered on the docket: 10/03/2023