in Re Tyson Estate ( 2015 )

STATE OF MICHIGAN
COURT OF APPEALS
In re TYSON ESTATE.
ROBERT H. TYSON, Individually and as Personal UNPUBLISHED
Representative of the Estate of JULIA ELLEN December 22, 2015
TYSON, and JAMES H. TYSON,
Appellees,
v No. 322844
Oakland Probate Court
BARBARA S. GRAY and PATRICIA TYSON, LC No. 2012-344478-DE
Appellants.
Before: SAWYER, P.J., and BECKERING and BOONSTRA, JJ.
PER CURIAM.
Appellants Barbara S. Gray (Barbara) and Patricia Tyson (Patricia) appeal as of right the
trial court’s order enforcing the settlement agreement between Barbara and Patricia and their
brothers, Robert H. Tyson (Robert) and James H. Tyson (James), dismissing all pending
objections and petition, and closing the estate of Julia Ellen Tyson (decedent). We affirm.
Decedent, the mother of the parties, passed away on July 21, 2011. At the time of her
death, decedent was the settlor of a trust which owned stock in HFT Realty Company, Inc., an
entity that owned a commercial real estate investment in Indiana. The stock was distributed
equally to the children upon decedent’s death and Robert subsequently agreed to purchase the
stock from Patricia, Barbara, and James for $40,000 each. Decedent also owned various
personal property. Decedent and Robert owned as joint tenants with rights of survivorship two
bank accounts and HRC Hotels Investment, a limited liability investment company.
Shortly after decedent’s death, disagreements regarding how the estate should be
distributed arose, with Robert and James on one side and Barbara and Patricia on the other.
Robert, as personal representative of decedent’s estate, discovered a series of loans given by
decedent to Patricia as well as a 2009 promissory note executed by Patricia in favor of decedent.
Patricia agreed to execute a new promissory note in 2011 in favor of the estate in the amount of
$43,700. Robert also later discovered another promissory note executed by Patricia in favor of
HFT Realty in 2003. In his capacity as personal representative, Robert brought suit to collect on
the 2003 promissory note in a separate action in Oakland Circuit Court.
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Despite these various disagreements, the parties entered into an agreement on the record
on January 30, 2014, that was meant to resolve all of the claims surrounding decedent’s estate.
The parties agreed that Robert would pay James and Barbara $45,000 each for their HFT Realty
stock. In consideration for forgiving the 2011 promissory note, Robert would not owe Patricia
anything for her shares in HFT Realty. The parties also agreed that Patricia and Barbara were to
receive decedent’s personal property. In regards to HRC Hotels, LLC, the parties agreed that if
it was valued at $55,000 or less at the time of decedent’s death, Robert would retain sole
ownership. If it was worth anything over $55,000, the overage would be split equally between
the four children. Finally, the parties agreed that Robert was to dismiss the suit to collect on
Patricia’s promissory note to HFT Realty in Oakland Circuit Court.
Appellants argue that the trial court erred in finding that a settlement agreement existed
when it did not contain all material elements to resolve the case. We disagree.
“The existence and interpretation of a contract are questions of law reviewed de novo.”
Kloian v Domino’s Pizza LLC, 273 Mich. App. 449, 452; 733 NW2d 766 (2006) (citation
omitted). “An agreement to settle a pending lawsuit is a contract and is to be governed by the
legal principles applicable to the construction and interpretation of contracts.” Walbridge
Aldinger Co v Walcon Corp, 207 Mich. App. 566, 571; 525 NW2d 489 (1994). “However, this
Court will not enforce a settlement agreement that fulfills the requirements of contract principles
if that agreement does not also satisfy the requirements of the court rule.” Mich Mut Ins Co v Ind
Ins Co, 247 Mich. App. 480, 484-485; 637 NW2d 232 (2001) (citations and quotation marks
omitted). MCR 2.507(G) states that an agreement between opposing litigants is not binding
“unless it was made in open court, or unless evidence of the agreement is in writing, subscribed
by the party against whom the agreement is offered or by that party’s attorney.”
It is well-settled in Michigan that the essential elements of a valid contract are as follows:
“(1) parties competent to contract, (2) a proper subject matter, (3) a legal consideration, (4)
mutuality of agreement, and (5) mutuality of obligation.” Hess v Cannon Twp, 265 Mich. App.
582, 592; 696 NW2d 742 (2005) (citation omitted). In order to form a valid contract, there must
be mutual assent or a meeting of the minds on all the essential terms. Kloian v Domino’s Pizza
LLC, 273 Mich. App. 449, 453; 733 NW2d 766 (2006). An objective standard is used to
determine if there was a meeting of the minds, looking to parties’ express words and acts, not
their subjective states of mind. Stanton v Dachille, 186 Mich. App. 247, 256; 463 NW2d 479
(1990).
On appeal, Barbara and Patricia do not contest the competency of any party, the propriety
of the subject-matter discussed on the record on January 30, 20141, or the existence or adequacy
of consideration. Their primary objection is that there was no mutual assent between the parties
on January 30, 2014, because of later disputes that arose regarding certain terms of the settlement
agreement. Barbara and Patricia identify five separate terms of the settlement that were not
expressly agreed to by both parties. They argue that these terms were material and the parties’
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The settlement agreement was completed in the presence of a court reporter at the office of
Raymond C. Barry, attorney for Robert in his capacity as personal representative.
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failure to resolve these issues on January 30, 2014, demonstrates that there was no meeting of the
minds on all essential terms. Each term will be addressed individually.
Patricia and Barbara first argue that there was no meeting of the minds on the value of
HRC Hotels, LLC. As stated above, Robert and decedent owned HRC Hotels, LLC as joint
tenants with rights of survivorship. On January 30, 2014, the parties stated on the record that if
HRC Hotels, LLC was worth $55,000 or less on July 21, 2011, the date of decedent’s death, then
Robert would maintain sole ownership. However, if it was worth over $55,000, the overage
would be paid out in equal shares to the four siblings. Patricia and Barbara argue that the parties
never agreed on the material term of how exactly to value HRC Hotels, LLC or how any
discrepancies regarding valuation would be resolved. A review of the record from January 30,
2014, shows that Patricia and Barbara are mistaken. On the record, counsel for Patricia and
Barbara clearly stated, “Robert Tyson to contact HRC, LLC I believe it is to get a current
valuation of the investment.” There is nothing ambiguous about how the valuation of this
investment was to be calculated. The parties agreed that Robert was simply to contact HRC
Hotels, LLC to receive a valuation. While Patricia and Barbara were not pleased with the
valuation of $45,500 that was received, this fails to demonstrate that there was no meeting of the
minds.
Patricia and Barbara next argue that there was no meeting of the minds regarding the
value of the HFT Realty stock that Robert was to purchase from his siblings. Like with the HRC
Hotels, LLC valuation, a review of the record from January 30, 2014, demonstrates that there
was no confusion regarding how this was to be determined. Counsel for Patricia and Barbara
stated that “No monies shall be paid by Patricia Tyson or paid to Patricia Tyson relative to the
post-death estate. Robert Tyson shall pay Barbara Gray and James Tyson each the sum of
$45,000. The sum to Barbara to be paid within seven days. The sum to Jim within 10 years.”
Patricia and Barbara now state that “the basis of the value is questionable at best.” Despite any
misgivings they may have regarding the stock purchase agreements, they fail to present evidence
to demonstrate that there was no mutual assent or meeting of the minds regarding their sale of
HFT Realty stock to Robert.
Patricia and Barbara also argue that there was no agreement regarding the manner in
which they were to receive decedent’s personal property and how to verify that the property was
delivered. The record indicates that the parties agreed that Patricia and Barbara were to receive
“all remaining personal belongings and knickknacks of Julia Tyson.” The parties stated that this
included paintings, pictures, books, and quarters. Patricia and Barbara argue that delivery and
verification of the personal property were material terms and failure to include them is grounds
for voiding the agreement. While the record is missing any agreement regarding delivery and
verification, the Michigan Supreme Court has held, “We must not jump too readily to the
conclusion that a contract has not been made from the fact of apparent incompleteness. . . . A
transaction is complete when the parties mean it to be complete. It is a mere matter of
interpretation of their expressions to each other, a question of fact.” Opdyke Inventory Co v
Norris Grain Co, 413 Mich. 354, 360; 320 NW2d 836 (1982) (citing 1 Corbin, Contracts, § 29,
pp 86-88). At the end of the January 30, 2014 hearing, Patricia was asked by her attorney if she
understood that if she went to trial, she could receive more or less than she agreed to settle for.
Patricia replied that she did understand the consequences of settling. Patricia’s attorney then
asked, “And are you satisfied with the settlement as placed on the record?” to which Patricia
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replied “yes.” The record also indicates that Patricia was authorized to enter into a settlement
agreement on behalf of Barbara. In light of Patricia’s response, as well as the detailed list of
personal property that the parties discussed on the record, the trial court did not err in concluding
that the parties meant the agreement to be complete regarding decedent’s personal property.
Patricia and Barbara next argue that the parties never agreed on how Patricia and Barbara
were to be reimbursed from the estate for certain medical and other expenses. Robert and James
argue that Patricia and Barbara did not preserve this issue for appeal because it was not raised in
the trial court. However, at the hearing regarding Robert and James’s Motion to Enforce
Settlement Agreement, counsel for Patricia and Barbara specifically noted that there were
unresolved issues, including that “There was a spreadsheet where one of the Tysons asked for a
reimbursement of expenses.” Therefore, this issue was properly preserved for appeal.
However, Robert and James correctly note that the settlement agreement included a
release of all remaining claims by all parties. Counsel for Patricia and Barbara stated on the
record that “We have reached a settlement that disposes of all claims with the following terms.”
Therefore, while Patricia and Barbara may have had legitimate claims for reimbursement of
medical and other expenses, the record from January 30, 2014, is clear that as part of this
agreement, the sisters agreed to release these claims in exchange for various other benefits. It
should be noted that Barbara received an additional $5,000 for her shares in HFT Realty and
Patricia’s liability on the promissory note was released as part of the settlement. This language
releasing all claims also addresses Patricia and Barbara’s claims regarding the validity of the
2011 promissory note as well as furniture, appliances, and bank accounts that Robert received as
part of the settlement.
Finally, Patricia and Barbara argue that the settlement agreement does not address who
was responsible for the annual fees associated with the timeshare in Nassau that Patricia and
Barbara were supposed to receive as part of the settlement. They argue that this was a material
term and that its absence renders the agreement unenforceable. However, a review of Patricia
and Barbara’s Answer to Robert’s Motion to Enforce Settlement Agreement, as well as the June
11, 2014 hearing on that motion, reveals that Patricia and Barbara failed to raise this issue before
the trial court. It is well-settled that “a litigant must preserve an issue for appellate review by
raising it in the trial court.” Walters v Nadell, 481 Mich. 377, 387; 751 NW2d 431 (2008).
Therefore, any issue regarding fees associated with decedent’s timeshare was not preserved for
appeal. In any event, a review of the record shows that counsel for Patricia and Barbara stated
that in receiving the timeshare in Nassau, “Any fees or expenses incurred in the transfer are the
responsibility of Patricia and Barbara.”
While the settlement agreement must also satisfy the requirements of MCR 2.507(G) in
order to be enforceable, Patricia and Barbara did not contest this issue in the trial court or on
appeal. Therefore, the Court need not address it. Id.
Affirmed.
/s/ David H. Sawyer
/s/ Jane M. Beckering
/s/ Mark T. Boonstra
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