IN THE MATTER OF THE ADMINISTRATION OF THE ESTATE OF JOHN J. McLAUGHLIN, ETC. (12-000298, SOMERSET COUNTY AND STATEWIDE) ( 2021 )


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  •                             NOT FOR PUBLICATION WITHOUT THE
    APPROVAL OF THE APPELLATE DIVISION
    This opinion shall not "constitute precedent or be binding upon any court ." Although it is posted on the
    internet, this opinion is binding only on the parties in the case and its use in other cases is limited. R. 1:36-3.
    SUPERIOR COURT OF NEW JERSEY
    APPELLATE DIVISION
    DOCKET NO. A-2718-19
    IN THE MATTER OF THE
    ADMINISTRATION OF THE
    ESTATE OF JOHN J.
    McLAUGHLIN, deceased.
    Argued September 7, 2021 – Decided September 17, 2021
    Before Judges Alvarez and Gooden Brown.
    On appeal from the Superior Court of New Jersey,
    Chancery Division, Somerset County, Docket No. 12-
    000298.
    Raymond A. Grimes argued the cause for appellant Rita
    Loughlin.
    Frederick C. Biehl, III, argued the cause for
    respondents Licia McLaughlin-Zegar and Jamie
    McLaughlin Ubaldi (Soriano, Henkel, Biehl &
    Matthews, PC, attorneys; Frederick C. Biehl, III, on the
    brief).
    Marcia Polgar Zalewski argued the                                  cause for
    respondent Estate of John J. McLaughlin.
    PER CURIAM
    Rita Loughlin appeals a February 5, 2020 order upholding a disputed
    settlement agreement between she and her sister Mary Lynch (the sisters),1 and
    two nieces, Licia McLaughlin-Zegar and Jamie McLaughlin Ubaldi (the nieces),
    beneficiaries of the estate of John J. McLaughlin. Decedent was the brother and
    uncle of the parties and died intestate on January 31, 2012. The parties have
    since litigated the administration of his estate. A court-appointed administrator
    also joined in the nieces' application to enforce the proposed settlement. We
    now reverse and remand, concluding that the parties did not reach the necessary
    meeting of the minds.
    The Chancery judge's oral decision, placed on the record after argument,
    first reviews the case's protracted history and "months and months of
    negotiations among counsel." The parties informed the judge several times that
    they had settled, but never sent her a stipulation, thus she directed the nieces to
    file a motion "to enforce a settlement." The judge next discussed various emails
    between counsel exchanging the written proposed agreement, as well as the
    agreement itself. Reading the language of the emails through the prism of
    agency law, she noted that Loughlin's attorney told his adversary and the
    1
    Lynch does not appear to be involved in this appeal, and it is unclear from the
    record if she takes a position with regard to the settlement in dispute.
    A-2718-19
    2
    administrator "I'll get back to you" after receiving a final draft of the agreement
    that included contested mutual releases between the sisters and the nieces.
    The judge interpreted that final email to mean that "[t]here was nothing
    left open." The judge further concluded that since counsel was acting with
    apparent authority on Loughlin's behalf, "it is unequivocal that a settlement was
    reached and the mere fact that [Loughlin] changed her mind is of no moment.
    Her representative, her agent said it was done and it's done. This is four years
    into this litigation." 2
    On appeal, Loughlin challenges the enforcement order for these reasons:
    POINT I
    SINCE A SETTLEMENT AGREEMENT WAS
    NEVER FINALIZED, THE COURT CANNOT
    ENFORCE THE SETTLEMENT AGREEMENT[.]
    POINT II
    THE TRIAL COURT ERRED BY ENFORCING A
    SETTLEMENT THAT GAVE THE PARTIES A
    BETTER    AGREEMENT     THAN    THEY
    NEGOTIATED[.]
    We address only Loughlin's first point, as we do not find that the email
    exchange supports the judge's finding that Loughlin's agent gave final consent
    2
    The judge deemed irrelevant the substitution of counsel between the last
    exchange of emails and Loughlin's defense of the motion to enforce a settlement.
    A-2718-19
    3
    on his client's behalf to the settlement draft. Accordingly, we do not reach the
    second point.
    "[A]n attorney is presumed to possess authority to act on behalf of the
    client . . . ." Jennings v. Reed, 
    381 N.J. Super. 217
    , 231 (App. Div. 2005)
    (quoting Sur. Ins. Co. of Cal. v. Williams, 
    729 F.2d 581
    , 582 (8th Cir. 1984)).
    However, settlements are governed by contract law and require assent to the
    essential terms to be valid. Cumberland Farms, Inc. v. N.J. Dep't of Envtl. Prot.,
    
    447 N.J. Super. 423
    , 438-39 (App. Div. 2016). Assent is evidenced by an offer
    of sufficiently definite terms and acceptance of those terms.    GMAC Mortg.,
    LLC v. Willoughby, 
    230 N.J. 172
    , 185 (2017) (quoting Weichert Co. Realtors
    v. Ryan, 
    128 N.J. 427
    , 435 (1992)).         "'In the very nature of the contract,
    acceptance must be absolute' and 'unequivocally shown.'" Cumberland Farms,
    447 N.J. Super. at 439 (quoting Johnson & Johnson v. Charmley Drug Co., 
    11 N.J. 526
    , 538 (1953)). Once a settlement offer is made, the offeree holds the
    power of acceptance until the offer is terminated. Berberian v. Lynn, 
    355 N.J. Super. 210
    , 217 (App. Div. 2002).
    Because settlement agreements are subject to contract law principles, we
    review a trial judge's interpretation and construction de novo. In Re Estate of
    Balk, 
    445 N.J. Super. 395
    , 400 (App. Div. 2016) (citing Kieffer v. Best Buy,
    A-2718-19
    4
    
    205 N.J. 213
    , 223 (2011)). As always, a trial court's interpretation of the law
    and the legal conclusions that flow therefrom are not entitled to particular
    deference. Manalapan Realty, L.P. v. Twp. Comm. of Manalapan, 
    140 N.J. 366
    ,
    378 (1995).
    Our earlier unpublished opinion regarding this estate remanded for the
    court to include a particular significant account as a probate asset. See In re
    Estate of McLaughlin, No. A-0441-16 (App. Div. Feb. 16, 2018) (slip op. at 2).
    This in the context of the nieces having failed to notify the sisters regarding his
    funeral arrangements or the appointment of an estate administrator. 
    Ibid.
     The
    court-appointed administrator had taken the position that the disputed funds
    were a non-probate asset that passed directly to the nieces despite decedent's
    failure to specifically designate them on the account as the beneficiaries. Id. at
    5. That is the backdrop within which we consider the various emails—the long-
    standing disputes between the parties.
    Turning to the events occurring after the February 16, 2018 remand, drafts
    of a settlement proposal circulated late in 2018 into 2019, which did not initially
    include mutual releases.     When the matter was scheduled by the court in
    compliance with the remand, Loughlin's attorney requested a postponement so
    the parties could continue working on the settlement.
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    5
    The nieces' attorney eventually informed the administrator and the sisters'
    attorney that mutual release language was missing from the draft agreement.
    Loughlin's attorney responded on February 25, 2019, that the administrator
    "wrote those releases into her revision," to which the nieces' attorney responded
    the next day, "I will discuss with [the administrator] so we can get this
    finalized."
    On April 2, 2019, Loughlin's attorney then said, "I think [we have]
    addressed all of your concerns in the draft that last circulated. Is there anything
    else[,] or is this ready to go?" The judge found this indicated acceptance of the
    release provision. However, when the nieces' attorney's office forwarded the
    last version of the agreement on April 10, 2019, the accompanying email read
    "[a]ttached hereto please find the latest draft of the settlement agreement for
    your review."
    These emails, to which the documents were attached, constituted offers
    and counteroffers, not unequivocal acceptance of anyone's proposal. They could
    not effectively form a contract. See State v. Ernst & Young, L.L.P., 
    386 N.J. Super. 600
    , 612 (App. Div. 2006). From the series of exchanges, it does not
    appear there was ever more than counteroffers, requiring additional reviews and
    consents by each party. See Berberian v. Lynn, 
    355 N.J. Super. 210
    , 217 (App.
    A-2718-19
    6
    Div. 2002). Curiously, Loughlin's attorney never responded to the last draft he
    received. The record reveals no further communication between the parties from
    April 10, 2019, until the enforcement application was filed by the nieces in
    January 2020 at the direction of the court. 3 This delay is also inexplicable.
    Even if the document forwarded by the nieces' attorney's office is
    characterized as a final counteroffer, as it included the releases which the
    administrator had initially added, that counteroffer would have expired given
    the substantial amount of time that elapsed before any action was taken on it.
    See Ernst & Young, L.L.P., 
    386 N.J. Super. at 612
    . There are questions of fact
    left open by the email chain. The issue should not have been decided without
    further proceedings and an adequately developed record.
    If the April email is viewed as conveying a counteroffer, the power of
    acceptance was Loughlin's, who never exercised it. See Berberian, 
    355 N.J. Super. at 217
    . Thus, there was no enforceable settlement. Loughlin's attorney's
    April 10, 2019 email merely thanks counsel for providing another revision,
    stating that he would "get back to" the nieces' attorney. It is simply not a basis
    for a finding that a meeting of the minds had been reached and an enforceable
    3
    At oral argument on appeal, the nieces' counsel represented that Loughlin's
    attorney was not responding to phone calls.
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    7
    agreement created.   In light of the acrimonious ongoing litigation and the
    relatively modest size of the estate, we can understand everyone's motivation to
    end the matter. But no settlement was reached. We vacate the judge's order and
    remand the matter for further proceedings in accordance with this decision.
    Reversed and remanded.
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    8