Opinion
NO. 2017-CA-001396-MR
10-05-2018
JACK HURST APPELLANT v. THOMAS M. GREER APPELLEE
BRIEF FOR APPELLANT: Dawn L. McCauley Lebanon, Kentucky BRIEF FOR APPELLEE: William T. Hutchins Bardstown, Kentucky
NOT TO BE PUBLISHED APPEAL FROM NELSON CIRCUIT COURT
HONORABLE CHARLES C. SIMMS III, JUDGE
ACTION NO. 14-CI-00691 OPINION
AFFIRMING
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BEFORE: COMBS, J. LAMBERT, AND THOMPSON, JUDGES. COMBS, JUDGE: Jack Hurst appeals from an order of the Nelson Circuit Court that denied his motion to alter, amend, or vacate an order entered in favor of the appellee, Thomas M. Greer on July 7, 2017. The circuit court concluded that the parties' written settlement agreement was enforceable and ordered them to comply with its provisions. Hurst refused, posted a supersedeas bond, and filed this appeal. We affirm.
Hurst and Greer began a business relationship in 2012. Greer is in the business of buying and selling used farm equipment. He agreed to locate equipment, transport it to Nelson County, and find prospective buyers. Hurst farms and owns an interest in Shirt Shop, a retail outlet in Bardstown, and Distinctive Properties, a construction business. Hurst agreed to purchase the farm equipment identified by Greer and to supply the fuel used to transport the equipment. In his deposition testimony, Hurst explained that he "expensed [the equipment] in on the farm and then I expensed it back out." In his answers to interrogatories, Greer explained that after the fuel bills were paid, any profits were divided between the men. He explained that Hurst would pay him (Greer) his share in "cash or in personal property they had purchased."
By July 2014, the men had fallen out. Hurst explained that in order to resolve their differences, "we basically come to a deal that [Greer] was to return certain items to me . . . [w]e were going to call it even." This alleged agreement was reached on October 30, 2014. When the agreement failed to resolve the parties' differences, Hurst, pro se, filed a complaint against Greer in Nelson Circuit Court on November 26, 2014.
In his complaint, Hurst alleged that Greer owed him in excess of $15,000.00 for farm equipment that Greer wrongfully retained in his possession. Greer answered and denied the claim. He alleged that Hurst had "received more than his share of profits from the business arrangement" and asserted a counterclaim for conversion, fraud, and unjust enrichment.
After a period of discovery, Hurst filed an amended complaint on March 1, 2016, alleging that Greer had breached their oral agreement; converted certain property; and trespassed upon Hurst's real property. Among other damages, Hurst sought the return of unidentified property or its cash equivalent of $74,175.00. Greer answered and denied the allegations contained in Hurst's amended complaint.
By order entered on January 4, 2017, the matter was set for a bench trial to be conducted on April 21, 2017. On the morning of trial, the parties entered into a written settlement agreement whereby various pieces of farm equipment were identified and assigned to each party. Any and all claims that the parties may have had against one another were specifically released. The provisions of the agreement were read into the record. Both parties acknowledged to the court that they understood the terms of the agreement and that they agreed to them. The written agreement was filed in the record on April 24, 2017.
On May 17, 2017, Hurst filed a motion to have Greer held in contempt for his alleged failure to comply with the terms of the settlement agreement. Hurst asked for the return of the equipment that he had turned over to Greer; the imposition of sanctions; and a new trial date. Hurst retained counsel, who made an entry of appearance.
On June 5, 2017, Greer filed a motion to have Hurst held in contempt for his alleged failure to comply with the terms of the settlement agreement. He alleged that Hurst had acted in bad faith by removing parts or entire engines from combines before returning them to Greer.
The court conducted a hearing on the motions on July 5, 2017. It entered an order on July 7, 2017, in which it found as follows:
[T]he parties' agreement specifically provided Hurst with "all other items on his property and [he] will receive the 4430 tractor, 265 loader, and Billy Yontis' (sic) trailer." It is undisputed that Greer has delivered these items. However, Hurst testified that the tractor was returned in a poor condition and that the agreement should be set aside. In response, Greer established that Hurst had not viewed this forty-year-old tractor since at least 2014.
In addition, Greer complained that pursuant to the parties' agreement Hurst was supposed to provide him with "all combines and combine parts at [Hurst's] place, except his burnt one." However, Greer testified that he has only received four of the eleven combines. Hurst admitted to retaining "a couple of combines," but later stated that he had "five or six."
This Court finds that the parties have resolved this case through their handwritten agreement. As a result, this Court will enforce same. If either party believes the other has breached this agreement or committed fraud, the aggrieved party obviously has the right to seek legal recourse by filing another lawsuit.
After the hearing was concluded, the Court ordered the Nelson County Sheriff's Department to immediately travel to Hurst's farm to inventory the combines. Hurst was then ordered to deliver the remaining combines to the neutral spot where he previously delivered the other combines on or before 9:00 a.m., on Friday, July 14, 2017. On that date, a representative from the Nelson County Sheriff's Department shall return to inventory the combines prior to Greer removing same from the neutral location.
The court denied Hurst's motion to hold Greer in contempt and denied his motion for a trial date. Greer's motion to hold Hurst in contempt was abated until July 19, 2017.
On July 14, 2017, a representative of the Nelson County Sheriff's office reported to the court that Hurst had failed and refused to deliver the combines to the neutral location as ordered. On July 17, 2017, Hurst filed a motion to alter, amend, or vacate the court's order. In his motion, Hurst commented that requiring Hurst to file a separate action for breach of the parties' settlement agreement would be redundant. Hurst asked that the court "make additional findings of fact concerning the issue of whether there was a meeting of the minds such that the agreement should not be set aside."
The circuit court conducted a hearing on the motion. Hurst indicated to the court that he wanted to keep the disputed combines and to file an appeal. The circuit court advised Hurst that he had been ordered to return the combines and that in order to stay enforcement of the judgment during the appellate process, he would be required to post a supersedeas bond. The court denied the motion to alter, amend, or vacate.
The court conducted an evidentiary hearing on August 4, 2017, and set the bond at $17,360.00. Hurst posted the supersedeas bond on August 23, 2017. This appeal followed.
Hurst argues that the circuit court erred by directing the parties to file another action to adjudicate the claims brought in the amended complaint he filed on March 1, 2016. We disagree.
Hurst misunderstands the language included in the circuit court's order. Plainly, the court did not intend that Hurst file an action to litigate the issues specifically resolved by the terms of the settlement agreement. Instead, the court found that the parties had resolved any and all claims that had arisen between them through the terms of their written agreement. Thus, the court concluded that it must be enforced.
Next, Hurst argues that the circuit court erred by failing to set aside the settlement agreement. Hurst argues that there was no requisite meeting of the minds because the purported agreement "did not specify numbers of items or their condition" and neither party was "fully informed about the items at the time of the agreement since the items had not been seen by the other side in at least three years during the pendency of the case."
Settlement agreements are a type of contract governed by ordinary contract law principles. 15A AM. JUR. 2D, Compromise and Settlement § 9 (2000). In the absence of an ambiguity, a written instrument will be enforced strictly according to its terms. Mounts v. Roberts, 388 S.W.2d 117, 119 (Ky. 1965). Whether there is a meeting of the minds and, consequently, an enforceable agreement is an issue of law subject to our plenary review. Frear v. P.T.A. Industries, Inc., 103 S.W.3d 99 (Ky. 2003).
Mutual assent to the terms of a settlement agreement is essential to the formation of an enforceable contract. Utilities Electrical Machine Corp. v. Joseph E. Seagram & Sons, 300 Ky. 69, 187 S.W.2d 1015 (1945). A party's mental reservations or unexpressed intentions do not supersede outward expressions of assent, nor do they override objective and unequivocal manifestations of assent to the terms of the settlement agreement. See Snowden v. City of Wilmore, 412 S.W.3d 195, 206-07 (Ky. App. 2013) (quoting 15B AM. JUR. 2D Compromise and Settlement § 7). In deciding whether a settlement agreement has been reached, the court looks to the objectively manifested intentions of the parties. Id.
The settlement agreement executed by Hurst and Greer sufficiently identified the property to be exchanged either by naming it specifically and/or describing its location. The agreement provided for delivery of the equipment. It expressly released any and all claims that might have existed between them. The parties unequivocally assented to the terms of the agreement, and the circumstances indicate that they were satisfied with their division of the disputed property -- sight unseen. Nothing was left for future settlement. The circuit court did not err by concluding that the settlement agreement was enforceable.
Finally, Hurst contends that the circuit court erred by declaring that if Hurst failed to prevail on appeal, Greer could enforce his judgment against the supersedeas bond. Hurst requests that we provide in this opinion specific instructions regarding Greer's ability to enforce his judgment. In light of the procedural posture of the matter, we decline to do so.
In its order, the trial court observed that the provisions of CR 73.04(3) governed the sum to be fixed with respect to the supersedeas bond. Hurst does not contend that the bond amount was excessive; he does seek our review on this point.
Kentucky Rules of Civil Procedure. --------
Pursuant to the requirements of CR 73.04, Hurst's bond provides that it is sufficient to satisfy the judgment together with interest, costs, and damages resulting from the delay caused by the appeal and such further interest and costs, including costs of the appeal as this Court may adjudge. The bond provides that Hurst's liability may be enforced upon notice and motion. For the obvious reason of the delay occasioned by this appeal, the amount of Greer's damages has not been established, and he has not yet moved the circuit court to enforce his judgment against the bond. Consequently, the trial court has yet to rule on the amount of damages recoverable on the bond.
We are persuaded that the circuit court is well aware of the requirements of CR 73.07 and the proper measure of damages. Thus, our intervention in proceedings that have yet to be conducted is not warranted.
We affirm the judgment of the Nelson Circuit Court.
ALL CONCUR. BRIEF FOR APPELLANT: Dawn L. McCauley
Lebanon, Kentucky BRIEF FOR APPELLEE: William T. Hutchins
Bardstown, Kentucky