Pat Doe v. Rudy A. Lozano , 2022 ME 33 ( 2022 )


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  • MAINE SUPREME JUDICIAL COURT                                                     Reporter of Decisions
    Decision:  
    2022 ME 33
    Docket:    Yor-21-150
    Argued:    January 11, 2022
    Decided:   June 16, 2022
    Panel:         STANFILL, C.J., and MEAD, JABAR, HORTON, and CONNORS, JJ.*
    PAT DOE1
    v.
    RUDY A. LOZANO
    STANFILL, C.J.
    [¶1] Rudy A. Lozano appeals from a judgment of the District Court
    (Biddeford, Mulhern, J.) determining that a settlement agreement that the
    parties signed constitutes a binding contract and granting Pat Doe’s motion to
    enforce the agreement. We clarify the standards courts should use in enforcing
    a settlement agreement, vacate the judgment, and remand for further
    proceedings.
    *Although Justices Gorman and Humphrey participated in the appeal, they retired before this opinion
    was certified.
    1 Pursuant to federal law, we do not identify the plaintiff in this appeal referencing a protection from
    abuse action and limit our description of events and locations to avoid revealing “the identity or
    location of the party protected under [a protection] order.” 
    18 U.S.C.S. § 2265
    (d)(3) (LEXIS through
    Pub. L. No. 117-130).
    2
    I. BACKGROUND
    [¶2] In September 2018, Doe filed a complaint against Lozano for unjust
    enrichment and partition of real estate, alleging that she and Lozano had lived
    together for over seven years and that she was entitled to reimbursement or
    payment for multiple benefits she conferred upon Lozano during that time. In
    November 2018, Doe filed with the court a settlement agreement, signed by
    both parties, which stated that the parties were previously in a personal and
    business relationship and sought to “resolve all issues of real and personal
    property, and any other legal rights” arising from that relationship.
    [¶3] The settlement agreement included a section regarding property
    described as “marital real estate” that provided that Lozano “shall purchase
    [Doe’s] interest in the property” and listed payments that Lozano was to make,
    with the first payment due no later than November 1, 2018. The settlement
    agreement also provided that Lozano “shall be entitled to a walk-through of the
    premises to ensure that the property is in a condition similar to that which
    existed on his last date of occupancy” and that the “agreement is conditioned
    upon the real estate and buildings thereon being in a satisfactory condition as
    mutually agreed” by the parties. The settlement agreement stated that the
    parties agreed the civil action “shall be settled and agreed upon by submission
    3
    of this executed document to the court” and that Lozano agreed to “a default
    judgment in the full amount remaining that is due and owed” if he failed to
    “fulfill any of the commitments agreed upon” in the agreement.2 Doe filed the
    settlement agreement with the court on November 6, 2018. The agreement was
    never incorporated into a judgment.
    [¶4] Several months passed, and on April 22, 2019, Lozano filed an
    answer to Doe’s complaint. Doe filed a proposed judgment two days later,
    contending that the settlement agreement resolved the issues between the
    parties. On August 12, 2019, the court (Moskowitz, J.) entered a pretrial order
    stating that the court had the settlement agreement in its file; that Lozano
    disagreed with Doe that the settlement agreement was a binding, enforceable,
    contract; and that Doe could move for summary judgment on that issue. Doe
    moved for summary judgment, and Lozano filed an opposition. Doe then
    moved for permission to withdraw her summary judgment motion and to
    amend her complaint to add a claim for breach of contract, which the court
    (Foster, A.R.J.) granted.
    2 Doe had also filed a complaint for protection from abuse in September 2018. The District Court
    (Biddeford, Sutton, J.) issued a temporary protection order on behalf of Doe and her two children and
    later issued a second temporary protection order. The settlement agreement stated that the
    protection from abuse action “shall be dismissed with prejudice,” and the court (Moskowitz, J.)
    granted Doe’s motion to dismiss the protection from abuse complaint in November 2018.
    4
    [¶5] Doe did not amend her complaint in the District Court but filed a
    complaint against Lozano in the Superior Court (York County) for breach of
    contract and promissory estoppel. The Superior Court (Douglas, J.) stayed that
    case pending further action of the District Court.
    [¶6]   On August 17, 2020, Doe moved to “enforce” the settlement
    agreement in the District Court, arguing that Lozano had failed to make any
    payments due to Doe under the agreement. Unlike the withdrawn motion for
    summary judgment, Doe did not support her motion to enforce with any
    affidavits or other material of evidentiary quality. Lozano opposed the motion,
    raising the following defenses: that he entered into the agreement under duress
    due to the pending protection from abuse action; that he was mentally
    incapacitated when he signed the agreement; that Doe fraudulently induced
    him to enter into the agreement by concealing the results of an appraisal of the
    real property, which concluded that the property was worth considerably less
    than Lozano believed; that the agreement was not enforceable because both
    parties knew that the description “marital real estate” was a mistake; that he
    was not given a chance for a “walk-through of the premises” and the property
    was not in a condition similar to the condition it was in on the last date that he
    occupied it; and that a condition of the agreement—that the property be in a
    5
    satisfactory condition—is ambiguous and was not met. Lozano argued that an
    evidentiary hearing on the motion to enforce was required as a matter of due
    process and that discovery was necessary before a hearing could be held.3
    [¶7] Despite Lozano’s request for an evidentiary hearing, the court
    (Mulhern, J.) held a nontestimonial hearing on November 24, 2020. Based on
    the parties’ arguments and the settlement agreement, on March 24, 2021, the
    court entered a judgment granting in part Doe’s motion to enforce. The court
    determined that the settlement agreement is an enforceable contract with
    sufficiently definite terms and that the agreement’s material terms “are not in
    dispute, so no evidentiary hearing needs to be conducted.” The court rejected
    Lozano’s argument regarding mutual mistake, stating that it had “not been
    presented any facts that indicate that at the time of the signing . . . the parties
    were under the mistaken belief that they were married” and that the language
    “marital real estate” was “a simple clerical error.” The court found that the
    settlement agreement contained “detailed terms and multiple affirmations of
    intent”; that the parties used attorneys to negotiate the agreement, affirmed
    “their intent to a notary,” and had the agreement notarized; and that the
    3 The court (Mulhern, J.) stayed all discovery in the matter, stating that the granting of the motion to
    enforce “would conclude the case without the need for further discovery.”
    6
    notarized agreement was submitted to the court. The court determined that,
    as a result, the parties intended to be bound by the agreement.
    [¶8] Finally, the court concluded that there were no grounds to void the
    settlement agreement.            The court determined that Doe had “performed
    significant partial performance” under the agreement, that Lozano accepted
    that performance and “stayed silent and did not indicate to [Doe] that he would
    challenge” the agreement, and that therefore Lozano could not claim the
    settlement agreement was void. The court rejected Lozano’s arguments with
    respect to the unsatisfactory condition of the property, duress, incompetence,
    and fraud because it determined that Lozano waived “any objection to the
    condition of the property” when he moved back into the property and accepted
    and recorded the quitclaim deed to the property and that he “ratified the
    agreement by his subsequent conduct.”                      The court thus approved the
    settlement agreement, determined that Doe was entitled to enforce the
    agreement with respect to the amount Lozano owed for the real property, and
    entered a judgment of $80,002 for Doe.4
    4 The court denied Doe’s request for enforcement of the agreement regarding the value of personal
    property because the claim was “not for a definite amount.” The court also denied all outstanding
    motions, including Lozano’s motion for relief and sanctions pursuant to M.R. Civ. P. 37, motion for a
    protective order regarding discovery, motion in limine, and motion to test the sufficiency of Doe’s
    answers to Lozano’s requests for admissions.
    7
    [¶9] Lozano moved for further findings of fact, which the court denied.
    Lozano timely appealed.5
    II. DISCUSSION
    [¶10] Lozano argues that the court improperly reached conclusions on
    questions of fact “without allowing exhibits, taking evidence or otherwise
    weighing fact” and that it violated his “due process rights to test the evidence.”6
    Doe contends that the court did not need to hold an evidentiary hearing on her
    motion to enforce because “there was no genuinely disputed question of
    material fact regarding the existence or unambiguous terms” of the settlement
    agreement.7
    5 On March 11, 2022, Lozano filed a motion requesting that we decide his appeal without referring
    to the protection from abuse matter, a motion which Doe opposed. We accepted the motion and
    opposition as additional briefing in considering the merits of Lozano’s appeal.
    6 We reject Lozano’s argument that Doe is collaterally estopped from pursuing the motion to enforce
    because she did not amend her complaint to assert a claim for breach of contract. Lozano has waived
    this argument because he did not develop it or offer case law in support of it. See Mehlhorn v. Derby,
    
    2006 ME 110
    , ¶¶ 9, 11, 
    905 A.2d 290
    ; Alexander, Maine Appellate Practice § 404 at 316 (5th ed.
    2018). Regardless, his argument fails because there was no final judgment with respect to these
    issues. See Portland Water Dist. v. Town of Standish, 
    2008 ME 23
    , ¶ 9, 
    940 A.2d 1097
    .
    7  We reject Doe’s argument that Lozano failed to properly raise and develop any issues relating to
    his due process argument. Lozano argued, in his opposition to Doe’s motion to enforce, that failing
    to hold an evidentiary hearing would violate his due process rights and, during the nontestimonial
    hearing, Lozano also raised the court’s need to take evidence. The court specifically contemplated
    whether Lozano’s due process rights would be preserved without an evidentiary hearing. There was
    thus “a sufficient basis in the record to alert the court” and Doe of this issue. Warren Constr. Grp., LLC
    v. Reis, 
    2016 ME 11
    , ¶ 9, 
    130 A.3d 969
     (quotation marks omitted); Alexander, Maine Appellate
    Practice § 402(a) at 310 (5th ed. 2018).
    8
    [¶11]   We review “de novo whether an individual was afforded
    procedural due process.” Mitchell v. Krieckhaus, 
    2017 ME 70
    , ¶ 16, 
    158 A.3d 951
     (quotation marks omitted). “The fundamental requirement of due process
    is the opportunity to be heard at a meaningful time and in a meaningful
    manner.” Id. ¶¶ 16, 20 (quotation marks omitted). Furthermore, “[w]hen
    significant rights are at stake, due process requires: notice of the issues, an
    opportunity to be heard, the right to introduce evidence and present witnesses,
    the right to respond to claims and evidence, and an impartial fact-finder.”
    Jusseaume v. Ducatt, 
    2011 ME 43
    , ¶ 12, 
    15 A.3d 714
     (quoting GENUJO LOK
    Beteiligungs GmbH v. Zorn, 
    2008 ME 50
    , ¶ 18, 
    943 A.2d 573
    ).
    [¶12] We have previously “implicitly endorsed motions to enforce as
    appropriate vehicles by which parties may bring an alleged settlement
    agreement before a trial court,” and we have broadly stated that whether a
    court must hold an evidentiary hearing on a motion to enforce is ordinarily
    within the court’s discretion. Est. of Snow, 
    2014 ME 105
    , ¶ 18, 
    99 A.3d 278
    ;
    see M.R. Civ. P. 7(b)(7). We have not, however, always clearly articulated
    standards to determine when an evidentiary hearing may be necessary, nor
    have we clearly articulated the court’s power to enforce a settlement
    agreement upon such a motion. We do so now.
    9
    A.    Contract Formation
    [¶13] A settlement agreement is analyzed as a contract and the existence
    of a binding settlement agreement is a question of fact reviewed for clear error.
    2301 Cong. Realty, LLC v. Wise Bus. Forms, Inc., 
    2014 ME 147
    , ¶ 10, 
    106 A.3d 1131
    ; Est. of Snow, 
    2014 ME 105
    , ¶ 11, 
    99 A.3d 278
    . For a binding agreement
    to exist, “the parties must have mutually intended to be bound by terms
    sufficiently definite to enforce.” 2301 Cong. Realty, LLC, 
    2014 ME 147
    , ¶ 10, 
    106 A.3d 1131
     (quotation marks omitted).
    [¶14] “[W]here parties read a settlement agreement that contains all the
    necessary elements of an agreement into the court record, no further
    fact-finding is required.” Est. of Snow, 
    2014 ME 105
    , ¶ 19, 
    99 A.3d 278
    (summarizing cases); see, e.g., Muther v. Broad Cove Shore Ass’n, 
    2009 ME 37
    ,
    ¶¶ 2, 8, 
    968 A.2d 539
     (explaining that the transcript of the judicially assisted
    settlement conference “conclusively establishes the existence of a binding
    settlement agreement . . . and subsequent disputes that arose while attempting
    to reduce the settlement to a stipulated judgment did not affect” the court’s
    authority to enforce the agreement). Further, in Estate of Snow, we affirmed a
    court’s determination that no evidentiary hearing was necessary where the
    parties read the details of a settlement agreement into the record at a
    10
    deposition. 
    2014 ME 105
    , ¶¶ 5-7, 21-22, 
    99 A.3d 278
    . Although the parties
    later failed to agree on written language reflecting the agreement, they did not
    dispute the accuracy or authenticity of the deposition transcript submitted to
    the court, which the court properly found reflected an unambiguous binding
    settlement agreement. Id. ¶¶ 7, 21; see also 2301 Cong. Realty, LLC, 
    2014 ME 147
    , ¶ 10, 
    106 A.3d 1131
    .
    [¶15] If, however, the parties dispute the existence of an enforceable
    settlement reached outside the court’s presence, “findings of fact regarding the
    terms of the agreement and the parties’ intent may be required.” Muther, 
    2009 ME 37
    , ¶ 6, 
    968 A.2d 539
    . For example, in Marie v. Renner we held that an
    evidentiary hearing was necessary to determine whether the parties reached a
    binding settlement agreement. 
    2008 ME 73
    , ¶ 10, 
    946 A.2d 418
    . The plaintiff
    had sued in that case alleging that the renovation work to the defendant’s
    building had caused her to have an allergic reaction and incur medical bills. Id.
    ¶ 2. Prior to trial, the court was notified that the parties had settled the case,
    and the plaintiff filed a motion to enforce, arguing that a binding contract
    existed, “namely, in exchange for a release of all claims, [defendant] would
    prepare and tender a check,” and that a hearing was unnecessary because the
    filings with the court disclosed this agreement. Id. ¶¶ 3, 6.
    11
    [¶16]   The defendant contended that his agreement to settle was
    conditioned on the proceeds “being used to pay [plaintiff’s] outstanding
    medical bills” and, because the medical provider had written off those bills, the
    settlement agreement’s terms were not met. Id. ¶ 3. We determined that the
    parties’ filings, including documents signed by only one party and
    correspondence between counsel, did not reflect a binding settlement
    agreement but instead revealed an ambiguity that went “to the substance of the
    agreement” regarding whether “there was a condition precedent to the
    agreement as to the use of the proceeds of the check.” Id. ¶¶ 8-9. We therefore
    vacated the court’s judgment and remanded the matter for an evidentiary
    hearing. Id. ¶ 10; see also White v. Fleet Bank of Me., 
    2005 ME 72
    , ¶¶ 3 & n.2, 5,
    12-13, 
    875 A.2d 680
     (affirming the enforcement of a settlement agreement
    reached during mediation, where the mediation was not recorded due to a tape
    recorder malfunction and the court held an evidentiary hearing).
    [¶17] While the above cases are instructive, here the parties’ dispute
    regarding the settlement agreement is not limited to whether an agreement
    was reached outside of the court and what the material terms of that agreement
    are. The parties both signed the settlement agreement and Doe filed it with the
    court. The agreement on its face appears fully integrated. Under principles of
    12
    contract law and the parol evidence rule, extrinsic evidence is not admissible to
    explain or alter an unambiguous integrated contract. See Handy Boat Serv.,
    Inc. v. Pro. Servs., Inc., 
    1998 ME 134
    , ¶ 11, 
    711 A.2d 1306
    .
    [¶18] In this case, however, Lozano contended and argues on appeal that
    the agreement is invalid because of the circumstances leading up to the
    agreement’s signing. Specifically, he claims that he was under duress due to
    Doe’s pending action for protection from abuse and was mentally incapacitated
    at the time of signing,8 and that Doe fraudulently induced him to enter the
    agreement. These arguments go to the validity of the agreement’s formation,
    not to the terms of the agreement.
    [¶19] A party asserting the defense of fraudulent inducement may use
    parol evidence to show that the other party engaged in fraudulent
    representations to induce the party to enter a settlement agreement. See Ferrell
    v. Cox, 
    617 A.2d 1003
    , 1006 (Me. 1992); Harriman v. Maddocks, 
    518 A.2d 1027
    ,
    1029 (Me. 1986).          Such evidence may show that the signed settlement
    agreement does not reflect the intent of the parties, Ferrell, 
    617 A.2d at 1006
    ,
    and may vitiate the contract, Harriman, 
    518 A.2d at 1029
    .
    8Lozano notes that Doe herself asserted in her complaint for protection from abuse that Lozano was
    mentally ill and delusional.
    13
    [¶20] In addition, a contract is voidable if a contracting party does not
    have the requisite mental capacity to contract. See Est. of Marquis, 
    2003 ME 71
    ,
    ¶ 14, 
    822 A.2d 1153
    . The determination of a party’s contractual capacity is
    necessarily a question of fact. See id. ¶ 16. Similarly, duress founded upon
    wrongful conduct of the other party is a factual question that may also
    invalidate a contract. See City of Portland v. Gemini Concerts, Inc., 
    481 A.2d 180
    ,
    182-83 (Me. 1984).
    [¶21] As we have previously explained, see Est. of Snow, 
    2014 ME 105
    ,
    ¶ 20, 
    99 A.3d 278
    , the First Circuit has determined that courts “may not
    summarily enforce a purported settlement agreement if there is a genuinely
    disputed question of material fact regarding the existence or terms of that
    agreement” and must instead “take evidence to resolve the contested issues of
    fact,” Malave v. Carney Hosp., 
    170 F.3d 217
    , 220, 222 (1st Cir. 1999) (“Summary
    enforcement of arm’s-length settlements is a useful device to hold litigants to
    their word, but the procedure ought to be reserved for situations in which a
    struck bargain is admitted or proved, and the basis for nonperformance is
    insubstantial.”). In Malave, the First Circuit held that an evidentiary hearing
    was necessary when a party disputed whether its attorney had authorization
    to settle the case. 
    Id. at 219, 221-22
    ; see also Lane v. Maine Cent. R.R., 
    572 A.2d 14
    1084, 1084-85 (Me. 1990). An evidentiary hearing can similarly be necessary
    to determine whether a party had the mental capacity to enter into an
    agreement. See Marston v. United States, No. 10-10437-GAO, 
    2012 U.S. Dist. LEXIS 29140
    , at *10-12 (D. Mass. Mar. 6, 2012). The same is true as to improper
    coercion. See Bandera v. City of Quincy, 
    344 F.3d 47
    , 52 (1st Cir. 2003) (stating
    that it was unlikely that the matter could be resolved absent an evidentiary
    hearing where there were issues of fact, including whether the plaintiff was
    “improperly coerced into signing the [settlement] agreement”).
    [¶22] We now make clear that if a party raises a factual issue that goes
    to the validity of a settlement agreement’s formation, an evidentiary hearing
    will ordinarily be necessary on a motion to enforce the settlement, even if the
    written agreement otherwise appears to be a fully integrated contract.9
    Because issues of fact regarding the formation of the settlement agreement
    exist here and no such hearing was held, we must vacate the judgment.
    9 We do not suggest that these factual issues, as with any factual issues, cannot be resolved upon a
    properly supported motion for summary judgment. Such a motion was filed in this case but then
    withdrawn. Summary judgment remains available when there are no genuine issues of material fact.
    M.R. Civ. P. 56(c). Similarly, as the First Circuit has noted, “[p]arties are perfectly free to submit issues
    for resolution on whatever limited evidence they choose to present.” F.A.C., Inc. v. Cooperativa de
    Seguros de Vida de P.R., 
    449 F.3d 185
    , 188, 194 (1st Cir. 2006) (determining that the lack of an
    evidentiary hearing was not problematic where a party did not properly raise that a hearing was
    requested and did not argue “that the failure to hold an evidentiary hearing was error,” and where
    the court was familiar with the issues because it had participated in the settlement negotiations).
    15
    B.    Enforcement Remedy
    [¶23] In her motion to enforce, Doe sought not only a declaration that
    the settlement agreement was valid and entry of judgment thereon, but she also
    sought remedies for breach of the substance of the agreement. In response, in
    addition to claiming that the contract was void or voidable, Lozano raised other
    issues that may be defenses, in whole or in part, to an action for breach of
    contract. In this regard, the court again erred by determining factual issues
    regarding performance, breach, and remedies without receiving any evidence.
    [¶24] On a motion to enforce a settlement agreement, the court may
    determine that an agreement is enforceable as a full and final agreement. A
    court will ordinarily enforce a settlement agreement by entering a judgment in
    accordance with the agreement, whether by dismissing the action or
    incorporating the agreement’s terms into a judgment. See, e.g., Muther, 
    2009 ME 37
    , ¶ 7, 
    968 A.2d 539
     (stating that a valid settlement agreement is
    enforceable “and, upon acceptance by the court, is incorporated as a judgment
    of the court”); Toffling v. Toffling, 
    2008 ME 90
    , ¶¶ 8-9, 
    953 A.2d 375
     (“[A]n oral
    stipulation entered on the record at trial is adequate to support the entry of a
    judgment finally disposing of the litigation.” (quotation marks omitted)); White,
    
    2005 ME 72
    , ¶ 8, 
    875 A.2d 680
     (explaining that once the court determined that
    16
    the parties had a binding settlement, the court issued an order adopting and
    enforcing the settlement’s terms); Page v. Page, 
    671 A.2d 956
    , 958 (Me. 1996)
    (stating that a “settlement agreement can be summarily enforced by the entry
    of a judgment”); Transamerica Com. Fin. Corp. v. Birt, 
    599 A.2d 65
    , 65 (Me.
    1991).
    [¶25]   The determination that a settlement agreement was validly
    formed with sufficiently definite terms and is entitled to enforcement as a
    judgment, however, is separate from a determination of whether a party is in
    breach of the settlement agreement and the remedies therefor. In this case, the
    court’s judgment was not limited to entry of a judgment based on the
    settlement agreement. After determining there was a valid agreement, the
    court went on to determine that Doe had “performed significant partial
    performance” of the agreement; that Doe had “upheld her obligations under the
    contract”; that Lozano had remained silent and did not indicate he would
    challenge the agreement; that Lozano had “defaulted” under the agreement;
    that Lozano had waived his defenses; that Doe was entitled to a judgment of
    17
    $80,002; and that Doe was entitled to request attorney’s fees—all without
    relying on any competent evidence or other factual record.10
    [¶26] As stated above, Doe originally moved for summary judgment
    regarding the settlement but then withdrew her motion.                            She was given
    permission to amend her complaint to add a claim for breach of contract but
    never did so. She filed a separate Superior Court complaint against Lozano for
    breach of contract and promissory estoppel, but that case was stayed pending
    further proceedings in the District Court. Any of those procedural mechanisms
    would be acceptable ways to resolve her allegations of breach of the settlement
    agreement. What could not be done, however, was entry of a judgment against
    Lozano on a motion to enforce without any hearing or other factual record.
    The entry is:
    Judgment vacated. Remanded for further
    proceedings consistent with this opinion.
    10To be clear, Doe’s motion to enforce was not under oath and did not include or rely on any affidavits
    or other filings that might arguably provide a factual basis for the court’s findings.
    18
    Daniel D. Feldman, Esq. (orally), Law Office of Daniel Feldman, Yarmouth, for
    appellant Rudy A. Lozano
    Fred W. Bopp III, Esq. (orally), Bopp & Guecia, Yarmouth, for appellee Pat Doe
    Biddeford District Court docket number CV-2018-290
    FOR CLERK REFERENCE ONLY