Hill v. McGregor Manufacturing Corp.

Danhop, J.

On October 25, 1968 plaintiff filed a motion for judgment on a settlement agreement. The motion stated in part:

“Now comes Charles C. Hill and requests that this court enter its order of judgment on the terms and conditions of a certain settlement agreement entered into by the parties hereto set forth in the form of an agreement, a copy of which is attached hereto, containing 14 pages, having been executed by Charles C. Hill, plaintiff.

“1. This cause was scheduled for trial August 20,‘ 1968, pretrial conference having been held previously.

“2. On August 20, and August 21,1968, the parties and their attorneys and other advisors met and spent many hours discussing settlement of this cause. These discussions culminated in the execution of ‘Memorandum of Understanding’, dated August 21, 1968, executed by plaintiff, Charles C. Hill, and defendant, McGregor Manufacturing Corporation, by its vice-president, Robert L. Clapham, a true copy of which is attached hereto.

“3. Pursuant to the understanding of the parties and the terms and conditions of ‘Memorandum of Understanding’, attorneys for the plaintiff prepared drafts of agreements that embodied the ‘Memorandum of Understanding’. Plaintiff’s attorneys made certain changes in the draft prepared by defendant’s attorneys and submitted a revised agreement to defendant’s attorneys on October 4, 1968.

“4. The agreement prepared by plaintiff sets forth the intention of the parties that was the basis of the settlement of this matter reflected in ‘Memorandum of Understanding’.

“5. Defendant refuses to execute the settlement agreement.”

On December 3, 1968 the lower court signed an order of judgment which stated in part:

“It is ordered, that ‘Memorandum of Understanding’ dated August 21, 1968, a copy of which is attached hereto, be, and the same hereby is, entered as the judgment of this court.”

Defendant corporation has appealed contending that the parties did not intend the one-page “Memorandum of Understanding” to he an enforceable contract but only a memorandum of the day’s negotiations. In support of that position defendant points out, among other things, that the document prepared by two lawyers is captioned “Memorandum of Understanding” rather than “Settlement Agreement” or “Contract,” that the typical formal language of a contract was not used, and that many essential issues were not included.

Defendant’s arguments are persuasive. Additionally, plaintiff’s motion for judgment on a settlement agreement stated that he was requesting relief based on a 14-page agreement drafted and revised after the “Memorandum of Understanding” was written and purportedly incorporating the intent thereof. That position is inconsistent with a claim that plaintiff intended the one-page “Memorandum of Understanding” to be an enforceable settlement agreement.

From the pleadings it is evident that these were complicated lawsuits involving patents, manufacturing rights, use and ownership of hardware, and contribution of the parties. We find the one-page August 21, 1968 “Memorandum of Understanding” so cursory in its treatment of these matters as to convince us that the parties did not intend that document to be an enforceable agreement. Therefore, the lower court erred in entering it as the judgment of the court. See Hansen v. Catsman (1963), 371 Mich 79; and Professional Facilities Corporation v. Marks (1964), 373 Mich 673.

Reversed and remanded for further proceedings not inconsistent with this opinion. Costs to defendant.

J. H. Gillis, P. J., concurred.