DILLARD, Judge.
This case concerns the enforceability of a settlement agreement negotiated between counsel to the parties and announced to the trial judge in open court. The trial court held that the material terms of the settlement agreement were vague, indefinite and uncertain, rendering the agreement unenforceable. The trial court also granted the defendants' petition to cancel the notice of lis pendens filed by the plaintiff in connection with the settlement agreement. For the reasons discussed below, we conclude that the settlement agreement was enforceable as a matter of law and reverse the trial court's rulings.
On appeal from a trial court's order on a motion to enforce a settlement agreement, "we apply a de novo standard of review, viewing the evidence in a light most favorable to the nonmoving party."
The parties closed on the Frontage Property, but were unable to close on the Development Property. The amended purchase agreement provided that if the closing on the Development Property did not occur by a specific date, title to the Frontage Property would then revert to the Seller Defendants, and that this right of reversion would be the "sole and exclusive remedy . . . as full liquidated damages." When the closing on the Development Property did not occur by the required date, title to the Frontage Property reverted to the Seller Defendants, but the Seller Defendants also requested and received the remaining $1,000,000 in earnest money from the escrow agent (notwithstanding the foregoing remedy limitation).
Triple Eagle demanded that its earnest money be paid back immediately, but the Seller Defendants refused to do so. Triple Eagle then commenced the instant suit, alleging that the Seller Defendants unlawfully retained $1,000,000 in earnest money because the exclusive remedy for the failure to close on the Development Property under the terms of the amended purchase agreement was the right to reversion of title to the Frontage Property. The complaint sought return of the $1,000,000 in earnest money, as well as additional compensatory damages, prejudgment interest and attorney fees. After the Seller Defendants filed their respective answers, Triple Eagle filed a motion for judgment on the pleadings.
When the parties appeared for a hearing on Triple Eagle's motion, counsel announced in open court that a settlement had been reached on "the courthouse steps." The relevant terms of the settlement agreement are as follows:
Following this announcement, Triple Eagle made numerous attempts to obtain from the Seller Defendants an executed deed to secure debt,
After holding two hearings to address the matter, the trial court concluded that the settlement agreement was unenforceable and denied Triple Eagle's motion to enforce same. According to the trial court, the settlement agreement was lacking in certainty and definiteness with respect to the time for performance, the terms of payment, and the subject matter of the agreement. Based upon its conclusion that the settlement agreement was unenforceable, the trial court also granted the Seller Defendants' petition
1. As an initial matter, we note that the Seller Defendants chose not to file a brief on appeal. For this reason, "we accept [Triple Eagle's] statement of facts as prima facie true and decide the case on the basis of this statement and the evidence cited and quoted in support thereof."
2. Triple Eagle contends that the trial court erred in concluding that the settlement agreement was unenforceable for lack of certainty and definiteness. We agree.
An agreement by counsel of the parties to settle a lawsuit pursuant to terms announced in open court can create an enforceable contract.
With these standards in mind, we will now address each of the trial court's stated reasons for holding that the settlement agreement was unenforceable.
(a) The trial court first concluded that the settlement agreement was unenforceable because "[t]here [was] no definite time for the enforcement of the agreement." As previously noted, the settlement agreement provides, inter alia, that payment of $1,300,000 by the Seller Defendants is due upon a contingency: "the sale of the property," and that the parties may reassert their underlying substantive claims "in the event that the property is not able to be marketed within a suitable period of time." Based upon the hearing transcripts, the trial court appears to have concluded that the parties' use of the term "marketed" and the phrase "suitable period of time" rendered the duration of the settlement agreement indefinite and uncertain. In so holding, the trial court erred.
In considering this aspect of the trial court's ruling, we begin by considering the term "marketed" and its proper interpretation under the settlement agreement, which is "`a question of law for the court.'"
The parties' subsequent use of the term "marketed," then, unquestionably encompasses the word's natural linguistic coupling of offering and selling an item in the marketplace.
Furthermore, even if the parties' use of the term "marketed" were arguably ambiguous,
This brings us to the trial court's conclusion that the phrase "suitable period of time" also renders the settlement agreement indefinite and uncertain. As previously noted, the
Indeed, where no definite time is stated for the performance of a contract, "the presumption is that the parties intended that performance would be had within a reasonable time";
(b) The trial court further concluded that the settlement agreement was unenforceable for lack of certainty in the terms of payment, reasoning that even if the agreement is construed as requiring the Seller Defendants to pay $1,300,000 upon the sale of the property, "[i]t is unclear whether this settlement amount is payable regardless of the sale price . . . or whether the settlement amount applies only if the sale price covers the $1.3 million plus any outstanding indebtedness." On this basis, the trial court held that the settlement agreement was void, and in doing so erred.
By its plain and unambiguous terms, the settlement agreement does not require a sale of the property at any specific price or place any conditions whatsoever on the $1,300,000 payment (e.g., a certain sales price being obtained by the Seller Defendants). Instead, the agreement simply provides that "[t]he payment will be made upon the sale of the property that is the subject of the action." And where the terms of a written contract are plain and unambiguous, a court must confine itself to the four corners of the document to ascertain the parties' intent,
(c) The trial court also concluded that the settlement agreement was unenforceable because "[t]he extent of the subject matter" was uncertain. Specifically, the court took issue with the parties' use of the phrase "property that is the subject of the action." In doing so, the court appears to have accepted the Seller Defendants' argument below that this phrase referred to all of the parcels of property identified in the amended purchase agreement, which included two parcels owned by third parties not involved in this litigation, and that, on this basis, the settlement agreement was unenforceable. Triple Eagle, however, maintains that the phrase "property that is the subject of the action" refers to the parcels of property owned by the Seller Defendants that are readily identifiable from the descriptions of those parcels in the complaint and the amended purchase agreement (which is attached to the complaint).
A contract is not ambiguous, "even though difficult to construe, unless and until an application of pertinent rules of interpretation leaves it uncertain as to which of two or more possible meanings represents the true intention of the parties."
Under the Seller Defendants' interpretation of the phrase "property that is the subject of the action," the settlement agreement would affect property owned by third parties not involved in this litigation by requiring that their parcels also be subject to the second mortgage intended to secure the payment of $1,300,000 by the Seller Defendants to Triple Eagle. And if the settlement agreement were actually construed in this manner, it would render the agreement at least partially unenforceable because the third-party owners would be necessary parties to any attempt to require the placement of a second mortgage on their parcels.
(d) In concluding that the settlement agreement was too uncertain to be enforceable, the trial court relied on two of this
For the reasons discussed in Division 2(a)-(d), we conclude that the uncontroverted evidence of record demonstrates that the settlement agreement is not so uncertain or indefinite as to render the agreement unenforceable. Consequently, the trial court committed reversible error by denying Triple Eagle's motion to enforce the settlement agreement against the Seller Defendants.
3. Triple Eagle maintains that the trial court also erred in canceling the notice of lis pendens it filed in connection with the settlement agreement. Again, we agree with Triple Eagle.
The purpose of a lis pendens "is to notify prospective purchasers that the property in question is directly `involved' in a pending suit, in the sense that the suit seeks some relief respecting that particular property."
4. In light of our holdings in Divisions 2 and 3, Triple Eagle's remaining enumeration of error is moot and need not be addressed.
In sum, the trial court's rulings are reversed, and the case is remanded with instructions to grant Triple Eagle's Motion to Enforce Settlement, to reinstate the Notice of Lis Pendens filed by Triple Eagle, and to hold a hearing on Triple Eagle's Motion for Attorney Fees.
Judgment reversed and case remanded with direction.
BARNES, P.J., and BLACKWELL, J., concur.