David W. Adams v. Cynthia L. Greene ( 2020 )

RENDERED: SEPTEMBER 4, 2020; 10:00 A.M.
NOT TO BE PUBLISHED
Commonwealth of Kentucky
Court of Appeals
NO. 2019-CA-001276-MR
DAVID W. ADAMS AND
BETTY ADAMS APPELLANTS
APPEAL FROM OLDHAM CIRCUIT COURT
v. HONORABLE KAREN A. CONRAD, JUDGE
ACTION NO. 16-CI-00355
CYNTHIA L. GREENE; JAMES
D. GREENE; COMMONWEALTH
OF KENTUCKY, FINANCE &
ADMINISTRATION CABINET;
INTERNAL REVENUE SERVICE;
BAYMONT FRANCHISING, LLC;
COOK & FRANK, SC;
COUNTY OF OLDHAM, KENTUCKY;
STOCKYARDS BANK & TRUST
COMPANY; AND AMOS W. ADAMS APPELLEES
OPINION
REVERSING
** ** ** ** **
BEFORE: CALDWELL, DIXON, AND KRAMER, JUDGES.
KRAMER, JUDGE: The Oldham Circuit Court determined that Appellants David
and Betty Adams entered an enforceable agreement with their neighbors,
Appellees Cynthia and James Greene,1 to convey the Greenes .51 acres of their
property to settle a quiet title dispute. The Adamses now appeal the circuit court’s
enforcement of the settlement agreement and consequent dismissal of their quiet
title action against the Greenes, arguing no such agreement was effectively formed.
Upon review, we reverse.
Before discussing whether the settlement agreement at issue in this
appeal was effectively formed, we begin by reviewing what the settlement
agreement was designed to address. David and Betty Adams owned a sixteen-acre
tract bordering Hall Hill Road in Oldham County. In 1999, they deeded their son a
rectangular tract consisting of one of their sixteen acres, along with an explicit
easement through their remaining acreage to permit access to the one-acre tract
from Hall Hill Road.
The conflict that ultimately gave rise to much of the underlying
litigation involves where that explicit easement was intended to be. By its own
terms, the deed to their son’s one-acre tract offers no description of the explicit
easement. And, while a recorded July 30, 1998 plat map, commissioned by the
Adamses and referenced by the son’s recorded deed, depicts a forty-foot-wide road
1
The other named Appellees are lienholders but have not participated in this appeal.
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traversing roughly 1000 feet of the Adamses’ acreage2 (ending near a corner of the
one-acre tract and abutting approximately fifty feet of the one-acre tract’s
boundary), the plat map also qualifies that road as a “proposed” easement.
Compounding the issue, the Adamses assert that after their son built a
home on the one-acre tract, he never used the “proposed easement” delineated on
the plat map to access Hall Hill Road while he resided at the one-acre tract from
1999 through 2005. In that vein, it is uncontested that in 1999, their son built a
driveway across a different part of the Adamses tract to access Hall Hill Road.
It is also uncontested that the Adamses ultimately built a home
directly on top of where their plat had located the “proposed easement.”
Keeping that in mind, the proper location of the explicit easement
appurtenant to the one-acre tract became a clear point of contention in 2016. In
April of 2016, the Adamses sought a variance from the Oldham County Planning
and Zoning Commission to allow them to further subdivide their property; but, the
commission refused to grant them a variance because the “proposed easement”
depicted on the Adamses’ recorded plat map interfered with the Adamses’
subdivision plans. Accordingly, the Adamses sought a release of the “proposed
2
In a June 28, 2016 affidavit of record, David Adams explained the “proposed easement” set
forth in the July 30, 1998 plat map followed an old farm road along the edge of his tract. But,
because the farm road later proved unsuitable for the heavy equipment and trucks that were used
to construct his son’s house on the one-acre tract, he helped his son construct the other driveway
that his son used to access his tract from Hall Hill Road.
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easement” – an easement they believed existed on their plat map merely due to a
mistake.
At the time, however, the Adamses’ son no longer owned the one-acre
tract. He had sold it to Cynthia Greene on September 21, 2005. And, when the
Adamses approached Cynthia and her husband, James,3 about releasing the
“proposed easement,” the Greenes refused.
Thus, on July 1, 2016, the Adamses initiated a quiet title action in
Oldham Circuit Court against the Greenes to determine the proper location of the
explicit easement. In their complaint, they asserted the driveway their son had
built represented “the actual location” of the explicit easement, and that to the
extent the “proposed easement” illustrated on the July 30, 1998 plat map indicated
otherwise, that “proposed easement” had been effectively abandoned. The
Adamses attached a September 14, 2005 survey to their complaint, which they
alleged accurately depicted the course of the driveway that their son had built, and
they asked the circuit court to “extinguish” the “proposed easement” depicted on
the July 30, 1998 plat map and “replace” it with the easement depicted on their
September 14, 2005 survey.
3
As indicated, the Adamses’ son conveyed the one-acre tract to Cynthia Greene. However, due
to his spousal rights in the tract, James Greene has also been a party to these proceedings at all
relevant times.
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In their answer, the Greenes acknowledged that the driveway
constructed by the Adamses’ son traversed the Adamses’ tract in a location other
than what had been specified in the July 30, 1998 plat. But, they added, “The
addition of a second road does not affect the Easement which was originally
conveyed pursuant to the January 12, 1999 conveyance. No instrument was ever
recorded releasing, correcting, or otherwise altering the Easement as conveyed in
the deed dated January 12, 1999.”
Accordingly, the Greenes denied the allegations of the Adamses’
complaint and counterclaimed to assert their own rights to the easement depicted
on the July 30, 1998 plat. Moreover, noting that the easement depicted on the plat
ran directly through where the Adamses had built their home, the Greenes claimed
the Adamses were liable to them for trespass and further sought to have the
“obstruction” of their easement (i.e., the Adamses’ home) “removed.” Apart from
that, the Greenes also asserted adverse possession of what they described as “a
well-defined parking lot area” that encroached upon the Adamses’ tract, which
they argued had been “maintained as part of the residence” located on their own
one-acre tract.
Over two years of litigation followed, much of which involved liens
associated with the parties’ properties. However, on February 15, 2019, the
Greenes filed what they labeled their “motion to enforce settlement with
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plaintiffs.” In it, the Greenes asserted that after the parties had filed their
respective pleadings, they had proceeded to discuss amicably resolving their
dispute via counsel. To that end, the Greenes asserted they had presented the
Adamses with a settlement offer consistent with a survey they had commissioned
in April 2018, which set forth the relevant sections of the parties’ existing
boundaries and which proposed new boundaries. They asserted their respective
attorneys had reviewed the April 2018 survey during a May 16, 2018 telephone
conference. And, they asserted, the Adamses, through their attorney, had
effectively accepted their offer on May 23, 2019. Along with their motion, the
Greenes tendered a “proposed agreed judgment” setting forth the terms of what
they asserted was their agreement with the Adamses. Attached to the “proposed
agreed judgment” was a September 10, 2018 survey of the parties’ properties,
which contained detailed metes and bounds but was otherwise largely identical to
the April 2018 survey referenced by the Greenes.
Shortly thereafter, the Adamses filed an “objection” to the Greenes’
motion, but they only objected to it “in part.” Specifically, they noted that the
“proposed agreed judgment” and the accompanying September 10, 2018 survey
indicated that a total of .51 acres of their property would be deeded in fee simple to
the Greenes, consisting of: (1) a .43-acre rectangular lot bordering the Greenes’
tract, located near the terminus of the Greenes’ access easement; and (2) a .08-acre
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lot located near another part of the Greenes’ boundary, encompassing an area
labeled “lateral field.” As to the “part” of the “proposed agreed judgment” they
objected to, the Adamses asserted that during settlement negotiations, they had
only “agreed” to grant the Greenes a “lease” or “temporary easement” to those .51
acres. Because the “proposed agreed judgment” instead specified the Greenes
would be granted fee simple title to the .51 acres in question, the Adamses refused
to execute the agreement. And because they refused to execute the agreement, the
Adamses asserted that no settlement agreement had been effectively formed.
After considering the arguments of the parties and the evidence they
adduced, the circuit court determined the Adamses had indeed entered an
enforceable settlement agreement with the Greenes that contemplated a fee simple
conveyance of .51 acres, as opposed to a lease or temporary easement as the
Adamses claimed. It then enforced the agreement and, on that basis, dismissed the
quiet title action. This appeal followed.
The construction of a contract is a matter of law. Pearson ex rel.
Trent v. National Feeding Systems, Inc., 90 S.W.3d 46, 49 (Ky. 2002) (citation
omitted). A determination of law is likewise presented where the relevant facts are
undisputed, and the dispositive issue is the legal effect of those facts. See Fischer
v. Fischer, 197 S.W.3d 98, 106 (Ky. 2006). And, where factual findings are not at
issue, and only legal questions are presented, our review is de novo. See
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Cincinnati Insurance Co. v. Motorists Mutual Insurance Co., 306 S.W.3d 69, 73
(Ky. 2010).
As indicated, the dispositive issue presented in this appeal is whether
the parties, by and through their attorneys, effectively settled their litigation and,
thus, formed a binding contract. See Cantrell Supply, Inc. v. Liberty Mut. Ins. Co.,
94 S.W.3d 381, 384 (Ky. App. 2002) (“An agreement to settle legal claims is
essentially a contract subject to the rules of contract interpretation.”). As before,
the Adamses argue the evidence does not reflect they agreed to convey the
Greenes, in fee simple, .51 acres of their property.
Before getting to that issue, we must address an ancillary issue to put
the case in the proper prospective.4 The Adamses state “there exists no factual
evidence in the form of sworn testimony or affidavits” supporting that a settlement
agreement was formed. They further point out that, by and through their former
counsel, they asked the Greenes to draft a written agreement representing their
4
We note another ancillary issue that the Adamses raise. Given our decision in this matter, it has
no bearing; but, we comment on it for completeness of our review of their brief. In the
concluding sentence of their appellate brief, the Adamses state: “Appellants reserves [sic] the
right to argue about the issue of whether former counsel had the authority to bind them to any
settlement.” To be clear, however, the concluding sentence of their appellate brief presents the
only instance throughout this litigation where the Adamses have ever questioned “whether their
former counsel had the authority to bind them to any settlement.” Accordingly, to the extent this
statement from the Adamses qualifies as an argument, it is unpreserved. See Jones v. Livesay,
551 S.W.3d 47, 52 (Ky. App. 2018).
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settlement, and that they never executed the written agreement that the Greenes
ultimately drafted.
As discussed infra, however, factual evidence did exist – in the form
of correspondence between the parties’ respective counsel. The Adamses have
never challenged the authenticity of any of the emails the circuit court relied upon
to conclude the Adamses entered a valid settlement with the Greenes. Moreover, a
contract is deemed to exist when correspondence demonstrates that the essential
elements of a contract have been fulfilled – not necessarily when a formal
agreement is executed. As explained in Dohrman v. Sullivan, 310 Ky. 463, 220
S.W.2d 973, 975 (1949),
Preliminary negotiations leading up to the
execution of a contract are distinguishable from the
contract itself; likewise, a mere agreement to reach an
agreement, which imposes no obligation on the parties
thereto. It is sometimes a close question whether
correspondence between parties constitutes final and
complete mutual assent or meeting of minds, essential to
the creation of a contract. The correspondence may
constitute only negotiation and but evidence their
intention ultimately to form or to execute a contract. The
question of whether there was a consummated contract is
to be determined from the consideration and practical
construction of all the separate letters or telegrams that
make up the whole correspondence. Shaw v. Ingram-
Day Lumber Co., 152 Ky. 329, 153 S.W. 431, L.R.A.
1915D, 145; 17 C.J.S., Contracts, §§ 58, 62.
The Restatement of the Law of Contracts, Vol. 1,
sec. 26, thus states the applicable rule: ‘Mutual
manifestations of assent that are in themselves sufficient
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to make a contract will not be prevented from so
operating by the mere fact that the parties also manifest
an intention to prepare and adopt a written memorial
thereof; but other facts may show that the manifestations
are merely preliminary expressions.’ To state the rule
less abstractly: Where all the substantial terms of a
contract have been agreed on and there is nothing left for
future settlement, the fact alone that the parties
contemplated execution of a formal instrument as a
convenient memorial or definitive record of the
agreement does not leave the transaction incomplete and
without binding force in the absence of a positive
agreement that it should not be binding until so executed.
12 Am. Jur., Contracts, secs. 23, 25.
We now turn our attention to the issue we must decide: Whether,
based upon a consideration and practical construction of their whole
correspondence, the Adamses and Greenes agreed upon the substantial terms of,
and therefore consummated, a contract for the conveyance of .51 acres. In this
respect, their correspondence began with a May 16, 2018 email from Christopher
Tieke (one of the Greenes’ attorneys) to Beach Craigmyle (one of the Adamses’
attorneys). It stated:
Beach:
In preparation for our call, please see the attached plat.
We can discuss further on the call.
Chris
Below, the parties agreed “the attached plat” referenced in this email
was the previously indicated April 2018 survey commissioned by the Greenes,
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which set forth the relevant sections of the parties’ existing property boundaries,
along with new proposed boundaries.5 Of note, the survey included the following:
• An illustration of a road, labeled “EX. ACCESS ESMT. TO BE
REMOVED,” identical to the road that the recorded July 30, 1998 plat map
had described as the “proposed easement.” It clearly depicts the access
easement the Adamses sought to remove.
• An illustration of another road, labeled “PROPOSED ACCESS ESMT. FOR
EX. DRIVE,” identical to the road the Adamses’ September 14, 2005 survey
had described as the driveway that the Adamses’ son had built. It clearly
depicts the “corrected” access easement the Adamses asked the Greenes to
accept.
• A narrow, rectangular tract that bordered the Greenes’ existing rectangular
tract and also bordered the overlapping terminal points of the Greenes’
“proposed” and “to be removed” access easements noted above. The narrow
tract is described as 65 feet wide and 286.52 feet long. Below, the Adamses
conceded the Greenes wished to use this precise area for additional parking.
5
During a May 13, 2019 hearing on this subject before the circuit court, the Adamses’ attorney
verified that the April 2018 survey discussed herein was indeed the survey discussed during the
attorneys’ telephone conference that followed the May 16, 2018 email from Tieke to Craigmyle.
The Adamses also made the same representation to the circuit court in their “objection to motion
to compel settlement,” which they filed of record on February 22, 2019. On appeal, however,
the Adamses have omitted any mention of the April 2018 survey in their brief.
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Apart from that, a line from this narrow, rectangular tract points to the
following notation:
18,623 SQ. FT.
.43 ACRES
TO BE GRANTED
• A four-sided, irregularly-shaped tract bordering another side of the Greenes’
tract, matching the irregularly-shaped tract that the September 10, 2018
survey would later indicate was in the “lateral field” area. Of further note,
the April 2018 survey indicated this tract was situated near what David
Adams stated was a barn6 on his property. And, a line from the irregularly-
shaped tract points to the following notation:
3,542 SQ. FT.
.08 ACRES
TO BE GRANTED
Citing these aspects of their April 2018 survey, the Greenes
represented to the circuit court, and continue to represent here, that the substantial
terms of their settlement offer to the Adamses, as communicated during the May
16, 2018 telephone conference, entailed changing their explicit easement in the
manner requested by the Adamses, in exchange for fee simple title to the .43-acre
and .08-acre tracts identified in their April 2018 survey. They also note that the
6
The barn, which is simply drawn as a square on the April 2018 survey, was identified by David
Adams during the May 13, 2019 hearing on the Greenes’ motion. The reason the Greenes asked
for additional property in this area appears to relate to their home’s septic system.
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phrase “to be granted” was unqualified, and that if an easement or lease had been
intended, that qualification would have been noted on the April 2018 survey – just
as the term “ESMT.” had qualified their rights regarding their driveway.
To be sure, the May 16, 2018 telephone conference between the
parties’ attorneys – part of the correspondence that formed the basis of what the
Greenes contend was their settlement agreement with the Adamses – was never
recorded. Nevertheless, the Adamses’ attorney (Craigmyle) did relate what he
recalled of that telephone conference in a May 17, 2018 email he sent to the
Greenes’ attorney (Tieke) and, taken objectively, his email reflects that he had the
same understanding of the Greenes’ offer. There, he stated:
Chris, I will present this to David Adams, but this is
basically identical to what I proposed to him at the very
beginning (with the exception of the lateral fields). All
he wanted to do at the beginning was get them to release
the old easement and correct the actual location of their
driveway easement (caused by their closing attorney’s
failure to reference the correct location of the driveway)
so it would end up looking something like the attached
drawing. The Greens [sic] were basically agreeable, but
always wanted something more and held it out over
Adams because they knew he had to get a release of the
old easement if Planning and Zoning was going to let
him have a variance on Tract 2 on the other side of the
farm.
The more the Greens [sic] tried to force Adams to give or
sell them some land around the parking lot and over by
the barn, the more he resisted being “held hostage” over
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the farm road.[7] His reason for not wanting to give the
[sic] more land around their driveway was that he felt
that little house already encroached too much into the
back field that he hoped to sell off (that’s probably why
they made it rectangle instead of square in the first
place). Also, Adams has been upset for years about how
junky their parking lot looked all the time with broken
down cars, mowers, and piles of scrap lumber (see
attached photo), which he thought would be a negative to
anyone remotely interested in the field back there.
That brings us to the stalemate, so Adams had no choice
but to file something to ask the court to remove the old
easement, so I framed it as a simple DJ action that would
either be granted or not, but Robert[8] turned it into a
nuclear war with his counterclaims and vicious attacks on
Adams. His real estate people scrutinized the umpteen
plats and required change after change, more accurately
than 99% of the plats in Oldham County, then looked for
some other reason not to do the deal. Then they found a
bunch of judgment liens, which I argued were irrelevant
because they all postdated the construction of the
driveway, but I lost on that, had to file the amended
complaint, and just as expected, all the lienholders have
consented. Now we are back to the Greens [sic] wanting
more, which is why I am doubtful my client will budge,
especially after he made some overtures to speak with
them to work this out and you told him to stay away.
However, I’m still willing to meet out there as this is
something that should be resolved.
-Beach
7
See supra, Note 2.
8
“Robert” is an apparent reference to Robert M. Brooks, the attorney who initially represented
the Greenes and assisted them with filing their various counterclaims against the Adamses.
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(Emphasis added).
In short, the Adamses’ attorney viewed the underlying quiet title
action as a “stalemate,” recognizing that the Greenes were unwilling to “correct”
the location of their explicit easement, as the Adamses wanted, without getting
“something more.” The Adamses’ attorney further identified the “something
more” as “forc[ing] Adams to give or sell them some land around the parking lot
and over by the barn.” This is a proposition that was outlined by the unqualified
phrase, “TO BE GRANTED,” associated with the .08-acre and .43-acre tracts
identified in the April 2018 survey that Craigmyle and the other attorneys reviewed
during the telephone conference.
Furthermore, we agree with the Greenes and the circuit court that the
unqualified phrase, “TO BE GRANTED,” unambiguously contemplates a fee
simple conveyance.
Craigmyle also explained he was “doubtful” the Adamses would
“budge” (i.e., accept the proposal that had been discussed among the attorneys
during the telephone conference) because, from what he understood of it, they
were “back to the Greens [sic] wanting more.” And, to once again belabor the
point, the only thing Craigmyle indicated the Greenes wanted was “to force Adams
to give or sell them some land around the parking lot and over by the barn.”
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Despite his reservations, however, Craigmyle communicated with the
Adamses. And, on May 23, 2018, he emailed Tieke, stating:
Chris, good news. The Adams [sic] want to get this over
with and are agreeable to your proposal! David said for
you to “write it up” and send it to us. I would
recommend you include a landscaping buffer
surrounding the parking area, terms of the new easement,
as well as a simple road maintenance agreement.
Congrats.
-Beach
On May 24, 2018, Tieke then responded to Craigmyle by email,
stating:
Beach:
That is good news and we appreciate your efforts in
presenting this to your client and getting his agreement to
the proposal. I’ll inform my client about this
development and we will go from there. More to follow.
Thanks again.
Chris
(Emphasis added).
Kentucky law is well established regarding what is required to create
a valid contract: “The fundamental elements of a valid contract are ‘offer and
acceptance, full and complete terms, and consideration.’” Energy Home, Div. of S.
Energy Homes, Inc. v. Peay, 406 S.W.3d 828, 834 (Ky. 2013) (citation omitted).
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Here, considering the substance of the April 2018 survey, along with the email
exchange between Tieke and Craigmyle set forth above, the Greenes’ offer was
clear: They asked for a .51-acre, fee simple conveyance. Moreover, a mutual
exchange of unconditional promises to settle litigation is certainly adequate
consideration.
The problem, though, is the acceptance element. To review, in the
May 24, 2018 email set forth above, the Greenes’ attorney, Tieke, thanked the
Adamses’ attorney, Craigmyle, for “getting [David Adams’] agreement to the
proposal.” But, undercutting that Adams had indeed manifested an unconditional
acceptance of a settlement was Tieke’s recognition that “more” needed to
“follow.”
Apart from that, however, the wording of Craigmyle’s May 23, 2018
email undercut that notion further:
The Adams [sic] want to get this over with and are
agreeable to your proposal! David said for you to “write
it up” and send it to us.
It is tempting to view these words as words of acceptance. But, being agreeable to
something does not mean agreeing to something. Taken at face value, it means “to
one’s liking;” “pleasing;” “suitable;” comfortable;” or “ready to consent or
submit.”9
9
See AMERICAN HERITAGE COLLEGE DICTIONARY 27 (3d ed. 1997) (emphasis added).
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With that in mind, it is just as reasonable, if not more so, to interpret
Craigmyle’s use of the word “agreeable,” used in conjunction with the phrase,
“David said for you to ‘write it up’ and send it to us,” to relate David Adams’
preliminary or conditional acceptance: David Adams liked what his attorney had
related to him about the substance of the Greenes’ offer and was ready to consent
to what his attorney had related to him about the substance of the Greenes’ offer,
but he wanted to see the offer for himself.
In their appellee brief, the Greenes describe at length the amount of
time and effort it took their attorneys, following the May 24, 2018 email, to
complete the September 10, 2018 plat; draft the proposed agreed judgment; and
conduct “title work,” all to “finalize” their agreement with the Adamses. Be that
as it may, they acknowledge that despite repeated email requests from the
Adamses’ attorney to send a written agreement “for [the Adamses’] review,”10 and
repeated email assurances from their own attorneys that they would do so,11 they
did not put their offer in writing for the Adamses until January 3, 2019.
Indeed, it appears from the record that until January 3, 2019, the
Greenes and their attorneys did not communicate with the Adamses and their
10
Of record, and to this effect, are emails from Craigmyle dated August 10, 2018, and October 4,
2018.
11
Of record, and to this effect, are emails from the Greenes’ attorneys dated June 8, 2018; July
12, 2018; and August 7, 2018.
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attorney at all about the terms of their purported agreement – despite receiving an
August 7, 2018 email from Craigmyle, which appears to demonstrate that his
understanding of the settlement terms conflicted with the Greenes’ understanding.
There, Craigmyle wrote:
What are the proposed terms with respect to ownership of
land outside the Greene’s [sic] property, as the purpose
of this declaratory action was to establish an access
easement for the Greene’s [sic] property, thus the IRS
consent was limited to the establishment and relocation
of the access easement and release of the original
easement. That extra land can be handled by lease or
easement but not by sale.
(Emphasis added).
Following his receipt of the Greenes’ proposed agreed judgment,
Craigmyle would later state in a February 13, 2019 email to the Greenes’ attorneys
that “Mr. Adams never agreed to give your clients ½ acre of land in fee simple but
only an easement for the new driveway location and temporary rights for the
parking area and septic[.]” And, in a March 22, 2019 sur-reply he filed on behalf
of the Adamses regarding the Greenes’ “motion to enforce settlement with
plaintiffs,” Craigmyle would later represent he could “vouch for the fact”12 that
following the May 16, 2018 telephone conference, he informed the Adamses that
12
Anticipating he would be called as a fact witness in this regard, Craigmyle withdrew from
representing the Adamses on April 3, 2019.
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“the grant” discussed as part of the Greenes’ settlement offer “was in the nature of
a lease,” not an easement.
Again, if the Adamses’ attorney had accepted the Greenes’ settlement
offer on their behalf on May 23, 2018, it could be argued that the Adamses would
not be at liberty to subsequently repudiate their attorney’s acceptance simply
because their attorney misremembered the offer and misrepresented it to them.
See, e.g., Clark v. Burden, 917 S.W.2d 574, 576-77 (Ky. 1996).
As explained, however, Craigmyle did not relate an unconditional
acceptance on behalf of his clients through his May 23, 2018 email. In other
words, the fact that Craigmyle’s understanding apparently differed from the
Greenes’ understanding – regardless of the reason – simply underscores why
“agreements” between agents are often put in writing before they become
agreements between principals: Namely, to enable principals to avoid the risk of
relying upon second-hand information, and to instead directly and objectively
apprise themselves of an obligation before agreeing to be bound by it.
As stated in Dohrman, 220 S.W.2d at 975,
Where all the substantial terms of a contract have been
agreed on and there is nothing left for future settlement,
the fact alone that the parties contemplated execution of a
formal instrument as a convenient memorial or definitive
record of the agreement does not leave the transaction
incomplete and without binding force in the absence of a
positive agreement that it should not be binding until so
executed.
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(Emphasis added) (citation omitted).
Here, the Adamses did not accept the Greenes’ settlement offer on
May 23, 2018. Rather, on that date and on several dates thereafter, they conveyed
that they did not wish to be bound by any agreement until they were able to
“review” it in writing. Upon first being presented with the Greenes’ written offer,
the Adamses rejected it. Accordingly, no settlement contract was formed, and the
circuit court erred in dismissing their quiet title action on that basis.
Therefore, we REVERSE.
ALL CONCUR.
BRIEF FOR APPELLANTS: BRIEF FOR APPELLEES CYNTHIA
L. GREENE AND JAMES D.
D. Berry Baxter GREENE:
LaGrange, Kentucky
Scott Davidson
Peter M. Cummins
Louisville, Kentucky
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