Stinger, W. v. Chesapeake Appalachia

J-S64038-14
NON-PRECEDENTIAL DECISION - SEE SUPERIOR COURT I.O.P. 65.37
WALTER R. STINGER, SR. IN THE SUPERIOR COURT OF
PENNSYLVANIA
Appellant
v.
CHESAPEAKE APPALACHIA, LLC
Appellee No. 831 WDA 2014
Appeal from the Order Entered April 29, 2014
In the Court of Common Pleas of Greene County
Civil Division at No(s): AD-860-2010
BEFORE: GANTMAN, P.J., BENDER, P.J.E., and LAZARUS, J.
MEMORANDUM BY GANTMAN, P.J.: FILED DECEMBER 15, 2014
Appellant, Walter R. Stinger, Sr. (“Mr. Stinger”), appeals from the
order entered in the Greene County Court of Common Pleas, which granted
the petition of Appellee, Chesapeake Appalachia, LLC (“Chesapeake”), to
enforce the parties’ settlement agreement. We affirm.
The relevant facts and procedural history of this case are as follows.
Mr. Stinger, as trustee of the Walter R. Stinger Living Trust, owned
approximately four hundred and three (403) acres of land in the Aleppo
Township, excluding the rights to the oil and gas within the property.
Chesapeake held a lease to the oil and gas and operated gas wells on Mr.
Stinger’s property. On July 30, 2010, Mr. Stinger filed an action against
Chesapeake for damages it caused to the surface of Mr. Stinger’s property
by operating the wells. Chesapeake filed an answer denying its activities
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destroyed or devalued Mr. Stinger’s property, and noting that Mr. Stinger
had declined offers of compensation for surface disturbances to the property.
During the course of discovery, the parties attempted to reach a settlement
agreement in which Mr. Stinger would sell his property to Chesapeake and
discontinue the litigation.
On July 30, 2013, Mr. Stinger’s counsel (“prior counsel”) wrote a letter
to Mr. Stinger indicating that Chesapeake would offer Mr. Stinger a sum
certain if Mr. Stinger made a “binding, written demand” for that amount
(“settlement amount”).1 (Prior Counsel’s Letter to Mr. Stinger, 7/30/13, at
1; R.R. at 162a). As an additional inducement for Mr. Stinger to settle, prior
counsel offered to reduce the firm’s fee by three percent. (See id.) The
letter set forth that Mr. Stinger would pay attorney’s fees in the amount of
$200,000.00 if the property sold for the settlement amount. (Id.) Mr.
Stinger signed the July 30, 2013 letter (“revised fee agreement”) on August
2, 2013 under the statement: “The within fee arrangements are hereby
acknowledged and agreed.” (Id.)
The next day, prior counsel sent the following letter to counsel for
Chesapeake:
This letter will confirm that [Mr. Stinger] is willing to settle
this matter at the sum of [the settlement amount]. Please
note that Mr. Stinger has signed this letter consenting to
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1
The record indicates the parties agreed to keep the amount of settlement
confidential.
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the aforesaid sum. The terms of the aforesaid settlement
will need to be finalized, if the same is agreed to. Thank
you.
(Prior Counsel’s Letter to Chesapeake, 7/31/13, at 1; R.R. at 161a).
Underneath prior counsel’s signature, the letter states: “I consent to the
settlement of the sum of [the settlement amount] for the above captioned
matter. It is my understanding that the attorneys for the plaintiff and the
defendant will finalize the terms for the settlement.” (Id.) Mr. Stinger
signed his name below this statement along with the date of July 31, 2013.
(See id.)
Counsel for Chesapeake responded on August 6, 2013, as follows:
In response to [prior counsel’s] letter of July 31, 2013, to
[Chesapeake’s counsel], Chesapeake will agree to settle
this matter by purchasing Mr. Stinger’s property which is
the subject of this action and will agree to pay a total of
[the settlement amount], conditioned as follows:
1. Clear title with a warranty from the trust and Mr.
Stinger. Chesapeake will have a reasonable time
to obtain a title opinion and appraisal.
2. The allocation of the [settlement amount]
payment will include $200,000 for attorney’s fees,
with the remaining allocation of [the settlement
amount] between purchase price and damages to
be at Chesapeake’s reasonable discretion and
based on an appraisal of the property with the
understanding that it is the shared goal of the
parties to minimize the tax consequences for both
parties.
3. The parties will agree to a confidential settlement
agreement which will provide for:
a. A full release of all claims that Mr. Stinger,
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the trust and their heirs and assigns made
or could have made relating to the property.
b. The dates and conditions for closing.
c. Dismissal with prejudice of the lawsuit filed
at Walter R. Stinger, Sr. v. Chesapeake
Appalachia, L.L.C., A.D. No. 860-2010.
4. An agreement that Chesapeake may begin its
reclamation work now without any interference,
objection or motion for injunction from Mr.
Stinger.
If these terms are agreeable, please sign below and
return. I will get the settlement agreement drafted for
your review.
(Chesapeake’s Letter to Prior Counsel, 8/6/13, at 1-2; R.R. at 164a-165a).
Chesapeake’s counsel signed below these terms. (See id. at 2; R.R. at
165a). Under that signature, the letter continues: “The terms outlined
above in items 1-3 are agreed to in principle pending agreement to a signed
settlement agreement. Item 4 is agreed to as of the date noted below[.]”
(Id.) Prior counsel signed the letter below this statement along with the
date of August 9, 2013. (Id.)
On September 3, 2013, Chesapeake filed a motion to discontinue a
pretrial conference scheduled for the following day, based on its belief that
the parties had reached a settlement agreement. The court granted
Chesapeake’s motion. On September 4, 2013, Mr. Stinger appeared in court
for the pre-trial conference; however, neither prior counsel nor anyone on
behalf of Chesapeake attended. Prior counsel and counsel for Chesapeake
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subsequently drafted a final settlement agreement. Nevertheless, Mr.
Stinger refused to sign the document or provide Chesapeake with the
relevant settlement documents.
On December 6, 2013, Chesapeake filed a petition to enforce the
settlement agreement. Mr. Stinger subsequently hired new counsel
(“replacement counsel”), who entered his appearance on December 19,
2013.2 Mr. Stinger filed an answer to Chesapeake’s petition that same day,
and amended it on December 31, 2013. On February 18, 2014, the trial
court held a hearing on Chesapeake’s petition to enforce the settlement
agreement. At the hearing, Mr. Stinger alleged the settlement agreement
was unenforceable for the following reasons: Mr. Stinger did not intend to
sell the property; Mr. Stinger wanted the case to proceed to trial; Mr.
Stinger had no involvement with the settlement negotiations after he signed
the July 31, 2013 letter; Mr. Stinger did not agree to the final terms of the
settlement and prior counsel lacked authority to agree to those terms; and
prior counsel’s fee was excessive in light of the parties’ alleged settlement.
The court granted Chesapeake’s motion on April 29, 2014. The court
ordered Chesapeake to arrange closing and provide the total consideration
due to Mr. Stinger at closing; and ordered Mr. Stinger to provide the deed to
the property at closing. The court also ordered Chesapeake to deposit
____________________________________________
2
Replacement counsel is also counsel on appeal.
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$200,000.00 from the settlement amount (the disputed attorney’s fee) with
the court, pending disposition of prior counsel’s claim for fees. On May 8,
2014, Mr. Stinger filed a motion for reconsideration, or alternatively, for a
stay of the proceedings pending appeal. The court denied Mr. Stinger’s
motion on May 16, 2014. That day, Chesapeake filed a motion for
clarification, asking the court to make clear whether its April 29, 2014 order
required Mr. Stinger to take all necessary actions to enforce the settlement
and closing, including execution of the settlement agreement and purchase
agreement. The court granted Chesapeake’s motion, specifying that Mr.
Stinger must take all necessary action to effectuate the settlement and
closing, and shall provide Chesapeake with the executed settlement
agreement and purchase agreement on or before May 22, 2014. On May 19,
2014, Mr. Stinger timely filed a notice of appeal.3 The court did not order,
and Mr. Stinger did not file, a concise statement of errors complained of on
appeal pursuant to Pa.R.A.P. 1925(b).
On May 23, 2014, Mr. Stinger filed a motion for clarification in the trial
court, asking whether he was still obligated to execute the settlement
agreement in light of his appeal. The court denied Mr. Stinger’s motion that
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3
Mr. Stinger did not file an application for stay with this Court per Pa.R.A.P.
1732(b) (stating party may file application for stay of trial court’s order in
appellate court pending appeal; application must show that trial court denied
application for stay in first instance and supply trial court’s reasons for its
denial of stay; application shall also show reasons for relief requested and
facts relied upon).
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day, and made clear that its order entered April 29, 2014, as clarified by the
May 16, 2014 order, remained in effect. In accordance with the court’s
directives, Mr. Stinger executed the relevant settlement documents. The
parties proceeded to closing on June 6, 2014. On August 1, 2014,
Chesapeake sold the property to a third party. Chesapeake filed an
application in this Court on August 29, 2014, to dismiss the appeal as moot
due to Chesapeake’s sale of the property to a third party.
As a prefatory matter, we must consider Chesapeake’s application to
dismiss the appeal as moot and observe:
As a general rule, an actual case or controversy must exist
at all stages of the judicial process, or a case will be
dismissed as moot. An issue can become moot during the
pendency of an appeal due to an intervening change in the
facts of the case or due to an intervening change in the
applicable law. In that case, an opinion of this Court is
rendered advisory in nature. An issue before a court is
moot if in ruling upon the issue the court cannot enter an
order that has any legal force or effect.
Warmkessel v. Heffner, 17 A.3d 408, 412-13 (Pa.Super. 2011), appeal
denied, 613 Pa. 671, 34 A.3d 833 (2011) (quoting In re D.A., 801 A.2d
614, 616 (Pa.Super. 2002) (en banc)). “The concept of mootness focuses
on a change that has occurred during the length of the legal proceedings.”
Warmkessel, supra at 413 (quoting In re Cain, 527 Pa. 260, 263, 590
A.2d 291, 292 (1991)). “If an event occurs that renders impossible the
grant of the requested relief, the issue is moot and the appeal is subject to
dismissal.” Warmkessel, supra (quoting Delaware River Preservation
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Co., Inc. v. Miskin, 923 A.2d 1177, 1183 n.3 (Pa.Super. 2007)).
Notably, however, an adverse party may not create mootness through
“deliberate factual manipulation.” Jefferson Bank v. Newton Associates,
686 A.2d 834, 838 (Pa.Super. 1996). In Jefferson, a condominium
association (“Middleton”) obtained judgment against the owner of eleven
condominium units (“Newton”) for failure to pay common expense
assessment dues, and filed liens against the units. Middleton subsequently
filed suit against Jefferson Bank (“Jefferson”), the primary mortgage holder
of the units, to recover the judgment (rather than seeking to enforce liens).
Thereafter, Jefferson obtained six mortgage foreclosure judgments against
Newton, for failure to pay taxes, and filed a writ of execution to sell those
units at sheriff’s sale. Prior to the sale, Jefferson assigned the judgments to
another entity (“Shell”). Shell was the successful bidder at sheriff’s sale for
each unit, and Middleton’s liens on the units extinguished by operation of
law. Shell had previously entered into agreements with several third parties
to re-sell the units. Middleton filed petitions in the trial court to set aside the
sheriff’s sale alleging fraud, and to stay issuance of deeds to the prospective
third party buyers. The court denied Middleton’s petitions, and Middleton
appealed. Jefferson and Shell argued Middleton’s appeal was moot.
On appeal, this Court explained:
Presently, appellees [Jefferson and Shell] argue that this
appeal is moot because titles to all of the condominium
units at issue were transferred to third parties subsequent
to appellant’s filing of its notice of appeal. This is a
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specious argument, for it ignores the essential fact
that, in the present appeal, it was appellees who
transferred the properties after appellant took its
appeal. This is a distinction with a difference,
because our courts have never held that an adverse
party may create mootness through deliberate
factual manipulation.
Appellant has always maintained that its interests were
violated by way of a fraudulent sheriff’s sale. Appellant
has taken no action which would divest it of a real interest
in the outcome of these proceedings, and appellees’
unilateral actions to that effect will not result in a finding a
mootness. We will, therefore, review the substance of
appellant’s claims.
Id. at 838 (emphasis added). Thus, this Court held that Jefferson and
Shell’s sale of the condominium units at issue to third party buyers after
Middleton filed its notice of appeal did not result in a change in facts that
rendered Middleton’s appeal moot. Id.
Instantly, on April 29, 2014, the court granted Chesapeake’s petition
to enforce the settlement agreement and ordered Mr. Stinger to abide by the
terms of the agreement. The court reinforced its order when it denied Mr.
Stinger’s motions for reconsideration and clarification on May 16, 2013, and
May 23, 2013, respectively. Mr. Stinger followed the court’s directives and
proceeded to execute the relevant settlement documents. Chesapeake, the
adverse party, subsequently conveyed the property to a third party after
Mr. Stinger filed a notice of appeal. Significantly, Mr. Stinger took no
independent action to divest his interest in the outcome of the proceedings;
instead, he continuously maintained the settlement agreement was invalid
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and moved several times for the court to reconsider and clarify its order
enforcing the agreement. See Jefferson, supra. As Chesapeake’s
unilateral action caused the property at issue to be sold to a third party,
Chesapeake cannot now assert the appeal is moot, based on an intervening
change in the facts, which was brought about by Chesapeake’s deliberate
subsequent actions. See id.
Additionally, Mr. Stinger argues that his property sold for less than it
was worth, due to his prior counsel’s actions. If Mr. Stinger prevails on
appeal, Chesapeake can still compensate him monetarily. Thus, the transfer
of property to a third party does not render relief impossible in this case.
See Warmkessel, supra. For these reasons, we deny Chesapeake’s
application to dismiss the appeal as moot.
As a second preliminary matter, we note appellate briefs must conform
in all material respects to the briefing requirements set forth in the
Pennsylvania Rules of Appellate Procedure; this Court may quash or dismiss
an appeal if an appellant fails to conform with these requirements. Pa.R.A.P.
2101. See also Pa.R.A.P. 2114-2119 (addressing specific requirements of
each subsection of brief on appeal). Regarding the statement of the case
section of an appellate brief, Rule 2117 provides, in pertinent part:
Rule 2117. Statement of the Case
(a) General rule.—The statement of the case shall
contain, in the following order:
* * *
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(4) A closely condensed chronological statement, in
narrative form, of all the facts which are necessary to
be known in order to determine the points in
controversy, with an appropriate reference in each
instance to the place in the record where the evidence
substantiating the fact relied on may be found. See
Rule 2132 (references in briefs to the record).
* * *
(b) All argument to be excluded.—The statement
of the case shall not contain any argument. It is the
responsibility of appellant to present in the statement of
the case a balanced presentation of the history of the
proceedings and the respective contentions of the parties.
Pa.R.A.P. 2117(a)(4), (b).
Additionally, as to the argument section of an appellate brief, Rule
2119(a) provides:
Rule 2119. Argument
(a) General rule.—The argument shall be divided
into as many parts as there are questions to be argued;
and shall have at the head of each part—in distinctive type
or in type distinctively displayed—the particular point
treated therein, followed by such discussion and citation of
authorities as are deemed pertinent.
Pa.R.A.P. 2119(a). Importantly, where an appellant fails to properly raise or
develop his issues on appeal, or where his brief is wholly inadequate to
present specific issues for review, a court will not consider the merits of the
claims raised on appeal. Butler v. Illes, 747 A.2d 943 (Pa.Super. 2000)
(holding appellant waived claim where she failed to set forth adequate
argument concerning her claim on appeal; appellant’s argument lacked
meaningful substance and consisted of mere conclusory statements;
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appellant failed to cogently explain or even tenuously assert why trial court
abused its discretion or made error of law). See also Lackner v. Glosser,
892 A.2d 21 (Pa.Super 2006) (explaining appellant’s arguments must
adhere to rules of appellate procedure, and arguments which are not
appropriately developed are waived on appeal; arguments not appropriately
developed include those where party has failed to cite any authority in
support of contention); Estate of Haiko v. McGinley, 799 A.2d 155
(Pa.Super. 2002) (stating rules of appellate procedure make clear appellant
must support each question raised by discussion and analysis of pertinent
authority; absent reasoned discussion of law in appellate brief, this Court’s
ability to provide appellate review is hampered, necessitating waiver of issue
on appeal).
Instantly, the defects in Mr. Stinger’s brief are substantial. Mr.
Stinger’s “Statement of the Case” totals sixteen (16) pages, fourteen (14) of
which are merely a cut-and-paste of prior filings in this litigation and certain
excerpts from the trial court’s opinion, which Mr. Stinger repeats verbatim
without attribution to the trial court. In the two pages in which Mr. Stinger
actually discusses the facts of this case, he fails to present a closely
condensed chronological statement containing all relevant facts necessary to
resolve this appeal. See Pa.R.A.P. 2117(a). Likewise, Mr. Stinger does not
provide a balanced presentation of the history of the proceedings and the
respective contentions of the parties (aside from Mr. Stinger’s inclusion of
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the actual prior filings in this matter). See Pa.R.A.P. 2117(b). Instead, his
statement of the case consists of a brief procedural history followed by his
argument that the alleged settlement agreement failed to include all material
terms and was a result of negotiations between Chesapeake and prior
counsel, who operated without Mr. Stinger’s authority. Inclusion of
argument in Mr. Stinger’s statement of the case violates Rule 2117(b). See
id.
More importantly, Mr. Stinger’s argument section is woefully
inadequate. At the outset, Mr. Stinger’s argument again consists of mostly a
cut-and-paste of prior filings in this matter, including cut and pasted portions
of Chesapeake’s earlier filings. As to the pages containing Mr. Stinger’s
original thoughts, he cites no legal authority whatsoever to support his
contentions. See Pa.R.A.P. 2119(a); Lackner, supra; Haiko, supra. In
fact, the only citation to legal authority in Mr. Stinger’s entire appellate brief
appears on the pages where he copied and pasted Chesapeake’s filings.
Additionally, Mr. Stinger attempts to incorporate by reference “all prior
paragraphs of all pleadings filed by him and [Chesapeake] as though fully
set forth herein.” (Mr. Stinger’s Brief at 20). See Moses Taylor Hosp. v.
White, 799 A.2d 802 (Pa.Super. 2002), appeal denied, 570 Pa. 687, 808
A.2d 572 (2002) (stating appellate briefs are simply not appropriate vehicles
for incorporation by reference of matters appearing in previously filed legal
documents). For these reasons, we could quash Mr. Stinger’s brief and
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dismiss the appeal. See Pa.R.A.P. 2101. In all fairness to Mr. Stinger,
however, we will address the one issue we can review, despite the many
shortcomings in Mr. Stinger’s brief:
DID THE TRIAL COURT ABUSE ITS DISCRETION IN
GRANTING THE RELIEF REQUESTED IN [CHESAPEAKE’S]
PETITION TO ENFORCE SETTLEMENT [IN] FAVOR OF
[CHESAPEAKE] AND THEREAFTER SPECIFIC ORDERS TO
ENFORCE THE ORIGINAL ORDER?
(Mr. Stinger’s Brief at 3).
Essentially, Mr. Stinger argues that prior counsel lacked the authority
to enter into a settlement agreement on Mr. Stinger’s behalf. He contends
prior counsel acted solely in counsel’s own interest to increase his
compensation, rather than acting in Mr. Stinger’s interest. Mr. Stinger
maintains he did not give prior counsel authority to enter into a settlement
agreement. Mr. Stinger avers prior counsel was quick to send a “binding,
written demand” to Chesapeake in an attempt to settle the case and collect
his fee, without explaining to Mr. Stinger that the demand would constitute a
final settlement. Mr. Stinger emphasizes he would not have given prior
counsel authority to execute the settlement agreement because, in doing so,
Mr. Stinger abandoned his potential lawsuit against Chesapeake, sold his
property for less than it was worth, and incurred a burdensome tax
consequence. Mr. Stinger insists the settlement agreement unfairly
rewarded prior counsel and Chesapeake, to Mr. Stinger’s detriment. Mr.
Stinger claims he wanted a trial to resolve his dispute with Chesapeake, and
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prior counsel ignored Mr. Stinger’s goal to have his day in court, took
advantage of him, and “barnstorm[ed]” an agreement against Mr. Stinger’s
best interests.
Alternatively, Mr. Stinger argues that, even if prior counsel had
authority to enter into the settlement agreement, the agreement is
nevertheless unenforceable because it did not include certain material terms.
Mr. Stinger contends the settlement agreement failed to include a precise
calculation of the allocation between purchase price for the property and
underlying damages incurred due to Chesapeake’s drilling on the property
(which formed the basis for Mr. Stinger’s complaint). Mr. Stinger claims any
agreement between the parties was, at most, an agreement to agree in the
future, which does not constitute an enforceable contract. Mr. Stinger
highlights that after prior counsel told Chesapeake the parties would settle
the case, Mr. Stinger appeared in court for a previously scheduled pre-trial
conference, which demonstrates Mr. Stinger’s belief that the parties had not
yet negotiated a settlement; and unbeknownst to Mr. Stinger, the court
cancelled the pre-trial conference based on Chesapeake’s representations
that the parties were negotiating settlement. Mr. Stinger avers the parties
had a clear understanding throughout the proceedings that they would
present a final settlement in open court, so the court and the parties could
both adopt the settlement agreement. Mr. Stinger concludes this Court
must reverse the trial court’s order enforcing the settlement agreement or
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remand the matter for a hearing. We disagree.
Our standard and scope of review in this case are as follows:
The enforceability of settlement agreements is determined
according to principles of contract law. Because contract
interpretation is a question of law, this Court is not bound
by the trial court’s interpretation. Our standard of review
over questions of law is de novo and to the extent
necessary, the scope of our review is plenary as the
appellate court may review the entire record in making its
decision. With respect to factual conclusions, we may
reverse the trial court only if its findings of fact are
predicated on an error of law or are unsupported by
competent evidence in the record.
The law of this Commonwealth establishes that an
agreement to settle legal disputes between parties is
favored. There is a strong judicial policy in favor of
voluntarily settling lawsuits because it reduces the
burden on the courts and expedites the transfer of
money into the hands of a complainant. If courts
were called on to reevaluate settlement agreements,
the judicial policies favoring settlements would be
deemed useless. Settlement agreements are
enforced according to principles of contract law.
There is an offer (the settlement figure), acceptance,
and consideration (in exchange for the plaintiff
terminating his lawsuit, the defendant will pay the
plaintiff the agreed upon sum).
Where a settlement agreement contains all of the
requisites for a valid contract, a court must enforce
the terms of the agreement. This is true even if the
terms of the agreement are not yet formalized in
writing. …
[Mastroni-Mucker v. Allstate Ins. Co., 976 A.2d 510,
518 (Pa.Super. 2009), appeal denied, 605 Pa. 715, 991
A.2d 313 (2010)] (internal citations and quotation marks
omitted).
Step Plan Services v. Koresko, 12 A.3d 401, 408-09 (Pa.Super. 2010)
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(some internal citations and quotation marks omitted).
“[I]f the parties agree on essential terms and intend them to be
mutually binding, a contract is formed even though the parties intend to
adopt a formal document later which will include additional terms.” Compu
Forms Control, Inc. v. Altus Group, Inc., 574 A.2d 618, 624 (Pa.Super.
1990). Importantly:
The law demands of every [person] who bargains with
another that he should do so only after due reflection of
the possible consequences of his bargain and if he
misjudges consequences that could have been expected by
a reasonably intelligent man, he cannot rely on the law to
remedy his fecklessness. Absent some legally recognized
infringement of the law of contract by one party, the law
will not reform a written contract so as to make a contract
for the parties that they did not make for themselves and
certainly never to rescue a party who did not reasonably
foresee the consequences of his bargain.
Id. (quoting New Charter Coal Co. v. McKee, 411 Pa. 307, 312, 191 A.2d
830, 833 (1963)). Once formed, a settlement will not be set aside except
upon a clear showing of fraud, duress, or mutual mistake. Step Plan,
supra at 409. “Where the parties, without any fraud, duress, or mistake,
have deliberately put their engagements in writing, the law declares the
writing to be not only the best, but the only evidence of their agreement….”
Id. (quoting Ragnar Benson, Inc. v. Hempfield Tp. Mun. Authority, 916
A.2d 1183, 1189 (Pa.Super. 2007)).
Instantly, the trial court granted Chesapeake’s petition to enforce the
settlement agreement, reasoning:
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Settlement discussions had proceeded between the parties
to the point where [Chesapeake] suggested a purchase of
[Mr. Stinger’s] land rather than payment of damages. The
testimony showed that even prior to the litigation, [Mr.
Stinger] had considered selling the land and had listed it
for sale. On July 30, 2013, [prior counsel] wrote to [Mr.
Stinger], advising him that [Chesapeake] had indicated
that a certain sum was available if [Mr. Stinger] made a
“binding, written demand” for that amount. As an
additional inducement to [Mr. Stinger] to accept the
proposal, [prior counsel] agreed to reduce their fee. [Mr.
Stinger] signed the letter acknowledging the revised fee
agreement.
On July 31, 2013, [prior counsel] wrote to counsel for
[Chesapeake]:
This letter will confirm that [Mr. Stinger] is willing to
settle this matter at the sum of [the settlement
amount]. Please note that Mr. Stinger has signed
this letter consenting to the aforesaid sum. The
terms of the aforesaid settlement will need to be
finalized if the same is agreed to. Thank you.
Very truly yours,
By: /s/ [prior counsel]
[prior counsel’s signature]
I consent to the settlement of the sum of [the
settlement amount] for the above captioned matter.
It is my understanding that the attorneys for the
plaintiff and the defendant will finalize the terms of
the settlement.
/s/ [Mr. Stinger]______
7/31/13
[Mr. Stinger’s signature] Date
In response to [prior counsel’s] letter of July 31, 2013,
counsel for [Chesapeake] wrote on August 6, 2013:
…Chesapeake will agree to settle this matter by
purchasing Mr. Stinger’s property…and will pay a
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total of [the settlement amount] conditioned as
follows:
1. ***
2. ***
3. The parties will agree to a confidential
settlement agreement which will provide for:
a. A full release of all claims
b. ***
c. Dismissal with prejudice of the
lawsuit…
At this point, there was offer and acceptance and therefore
a binding contract. [Mr. Stinger] disputes this and claims
that his consent to settle this matter for a specific sum of
money was only an agreement to agree at some time in
the future. In his Brief in Opposition to the Petition to
Enforce Settlement he states: “All parties clearly
understood that there would never be a settlement until it
was presented in open [c]ourt for adoption by the [c]ourt
and the parties in a knowing intelligent manner.” This is
news to the [c]ourt. Generally, the only settlements
requiring [c]ourt approval are wrongful death actions and
cases involving minors. Most civil litigation is settled as in
this case, by agreement of the parties. Eventually, the
settlement is noted on the record by the plaintiff’s praecipe
to discontinue, which certainly does not require court
approval.
Often the argument in these kinds of cases is that the
attorney lacked express authority to bind his client. Here,
any question of [prior counsel’s] authority was pretty much
satisfied by [Mr. Stinger’s] signature on the July 31, 2013
letter, where he specifically agreed to the settlement
amount and where he expressly authorized his attorney to
“finalize the terms for the settlement.” In his brief, [Mr.
Stinger] claims that he really did not mean this, and as
evidence offers his “actions to fire old counsel and retain
new counsel.” To a disinterested observer, those actions
by [Mr. Stinger] indicate that at some point after July 31,
2013, he simply changed his mind.
Next, [Mr. Stinger] argues that there was no mutual
consent because an essential element of the bargain had
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yet to be resolved, that is, the division of the proceeds
between consideration for the land and damages. While
this is a significant issue, we believe it is one of “terms of
the settlement” that [Mr. Stinger] authorized his then
counsel to finalize. Obviously, it is in the best interest of a
seller in [Mr. Stinger’s] position to reduce consideration to
minimize capital gain, but the parties’ discretion is not
unlimited. There are other interested parties, the Internal
Revenue Service, for instance, that have the right to
scrutinize this transaction. An artificially low sale price
might attract attention by a taxing body. It is certainly in
[Chesapeake’s] best interest and to be expected by [Mr.
Stinger] that [Chesapeake] would have to have some
evidence, such as an appraisal from a real estate expert,
to justify whatever figure was finally agreed upon.
[Mr. Stinger] in his brief continuously suggests that the
proposed settlement was a bad bargain for him, as though
this [c]ourt should concern itself with the adequacy of
consideration in any kind of a contract situation where the
party is sui juris. He suggests that the agreed
consideration was less than the property was worth, but
offers no objective indication of value. While we honor the
parties’ request to keep the final settlement figure
confidential, it will be useful to know that the settlement
figure was more than three and one-half times what [Mr.
Stinger] paid for the land eleven years earlier.
* * *
(Trial Court Opinion, filed April 29, 2014, at 4-7; R.R. at 48a-51a) (internal
citations omitted). We accept the court’s sound reasoning. The parties’
letters contain all of the requisites for a valid contract. See Step Plan,
supra. Additionally, the letters set forth the essential terms of the
settlement agreement, leaving additional items to be finalized at a later
date, at which point the parties would execute a final settlement document
memorializing those terms. See Compu Forms, supra. Significantly, Mr.
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Stinger does not claim he signed the July 31, 2013 letter as a result of fraud,
duress, or mistake. See Step Plan, supra. The parties’ letters constitute
the best evidence of their agreement to settle, and we see no reason to
disturb the court’s decision to enforce that agreement.4 See id. Mr. Stinger
states in the Conclusion of his brief, “it certainly seems abundantly clear that
[Mr. Stinger] at the very least changed his mind.” (Mr. Stinger’s Brief at
41). Mr. Stinger’s “change of heart,” however, does not render the
settlement agreement invalid. See Compu Forms, supra. Accordingly, we
affirm.
Order affirmed.
Judgment Entered.
____________________________________________
4
Regarding Mr. Stinger’s specific arguments that prior counsel did not act in
Mr. Stinger’s best interests or effectively assist his case, these claims are
waived for failure to properly develop them on appeal with citation to legal
authority. See Lackner, supra; Haiko, supra. To the extent Mr. Stinger
complains about prior counsel’s fee, Mr. Stinger’s signature on the revised
fee agreement indicates he agreed to pay prior counsel a fee of $200,000.00
if Chesapeake paid the settlement amount. (See Prior Counsel’s Letter to
Mr. Stinger, 7/30/13, at 1; R.R. at 162a.) In any event, in its order granting
Chesapeake’s petition to enforce the settlement agreement, the court
directed Chesapeake to deposit the disputed $200,000.00 with the court
pending disposition of prior counsel’s claim for fees. The certified record
reveals no outcome of that proceeding, which is not properly the subject of
this appeal in any event.
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Joseph D. Seletyn, Esq.
Prothonotary
Date: 12/15/2014
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