Opinion
No. A03-2010.
Filed June 22, 2004.
Appeal from the District Court, Ramsey County, File No. C4-02-006209.
Mark W. Gehan, Christopher Wachtler, Collins, Buckley, Sauntry Haugh, P.L.L.P., (for appellants).
Manuel J. Cervantes, St. Paul City Attorney, Portia Michelle Hampton, Assistant City Attorney, (for respondents).
Considered and decided by Schumacher, Presiding Judge; Kalitowski, Judge; and Huspeni, Judge.
This opinion will be unpublished and may not be cited except as provided by Minn. Stat. § 480A.08, subd. 3 (2002).
UNPUBLISHED OPINION
Appellants, in challenging the district court's determination that they entered into an enforceable settlement agreement with respondents, argue that a term of the agreement is not sufficiently definite to render the agreement enforceable. Respondents move to strike portions of appellants' appendix. Because the agreement contains no ambiguity and is sufficiently definite to render it enforceable, we affirm the district court's order; because the challenged portions of appellants' appendix were not part of the record before the district court, we grant respondent's motion to strike.
FACTS
In 2000, appellant St. Paul Police Federation entered into arbitration proceedings with the City of St. Paul to dispute Officer Gary Minnie's 30-day employment suspension for improper driving and insubordination. Concluding that Minnie was not insubordinate, the arbitrator reduced Minnie's suspension to one day and ordered that "discipline for insubordination shall be removed from [Minnie's] record[.]"
In 2002, appellants St. Paul Police Federation, Mark Wiegel, and Gary Minnie (collectively "the union") brought an action in district court against respondents City of St. Paul, St. Paul Police Department, and William Finney as Chief of the St. Paul Police Department (collectively "the employer"), alleging that the employer engaged in unfair labor practices in violation of the Public Employees Labor Relations Act. The parties mediated this issue and ultimately entered into settlement negotiations. In a letter to the employer dated June 5, 2003, the union purported to "memorializ[e] the terms of our settlement." The letter delineated the following terms:
1. [Employer] will issue a check for $7500.00 to the St. Paul Police Federation.
2. All information contained in Gary Minnie's 1999, 2000, and 2002 evaluations, and all other information in his personnel file, including but not limited to, information contained in the disciplinary letter he received following the arbitrator's decision, which is inconsistent with the arbitrator's written decision, will be removed.
3. As to Minnie's 2001 evaluation, it cannot be found. We agree that if it turns up at a later time it will not be placed in his file. It will never appear there.
The letter also stated that "if I have omitted something we discussed, please give me a call. I will put together a proposal regarding Minnie's file to send to you for review."
Counsel for the union contacted counsel for the employer in July 2003 to advise them that their firm was no longer representing the union and that the union was no longer willing to proceed with the agreement. A week later, counsel for the union advised counsel for the employer that "efforts were underway to mend fences" with the union. In August 2003, the union sent a letter to the employer stating that the union was "no longer willing to settle this matter under the terms we discussed previously . . . [s]pecifically if Gary Minnie is not allowed to resume street duty without being required to take a fitness for duty test, we cannot agree to release any claims now pending." The record before us for review is silent regarding any mention prior to August 2003 of the issue of a fitness-for-duty test. In September 2003, the employer moved to enforce the agreement outlined in the June 5 letter.
At the hearing on the motion to enforce, the union argued that the settlement was tentative and not binding because a term of the agreement was not sufficiently definite and the settlement agreement was contingent on the parties agreeing which information would be removed from Minnie's personnel file. Specifically, the union contended that the term providing for removal of all information inconsistent with the arbitrator's decision from Minnie's personnel file was ambiguous, and therefore the agreement was unenforceable. The district court granted the employer's motion to enforce the agreement. It concluded that the provision in question was sufficiently definite to permit enforcement and that the June 5 letter did not provide that the agreement was contingent on the parties' agreement as to which information would be removed from Minnie's personnel file. The union appeals.
DECISION I.
A settlement agreement is contractual in nature and is enforceable if there is a definite offer and acceptance with a meeting of the minds on the essential terms of the agreement. Jallen v. Agre, 264 Minn. 369, 373, 119 N.W.2d 739, 743 (1963). If there is a dispute about whether a settlement was reached, the district court must determine the facts. Id. The district court's findings of fact shall not be set aside on appeal unless clearly erroneous. Minn. R. Civ. P. 52.01. If there is reasonable evidence tending to support the district court's findings of fact, this court will not reverse those findings. Fletcher v. St. Paul Pioneer Press, 589 N.W.2d 96, 101 (Minn. 1999). But where the relevant facts are undisputed, the existence of a contract is a question of law, which we review de novo. Housing Redev. Auth. v. Lambrecht, 663 N.W.2d 541, 546 (Minn. 2003). Whether a contract term is ambiguous also presents a legal question reviewed de novo. Blattner v. Forster, 322 N.W.2d 319, 321 (Minn. 1982); Blackburn, Nickels Smith, Inc. v. Erickson, 366 N.W.2d 640, 643 (Minn.App. 1985), review denied (Minn. June 24, 1985). We review de novo the issue before us in this matter.
Minnesota follows the objective theory of contract formation, under which an outward manifestation of assent, rather than a party's subjective intent, is determinative. Speckel by Speckel v. Perkins, 364 N.W.2d 890, 893 (Minn.App. 1985). A binding contract can exist despite the parties' failure to agree on a term if the term is not essential or can be supplied. Restatement (Second) of Contracts § 201, cmt. d (1981); see also Hill v. Okay Constr. Co., 312 Minn. 324, 333, 252 N.W.2d 107, 114 (1977) (holding that contract operates so long as terms are reasonably ascertainable). "[A]n agreement should be upheld where, despite some incompleteness and imperfection of expression, the court can reasonably find the parties' intent by applying the words as the parties must have understood them." Triple B G, Inc. v. City of Fairmont, 494 N.W.2d 49, 53 (Minn.App. 1992). If a term is ambiguous, that is, susceptible to more than one reasonable interpretation, extrinsic evidence may be examined to construe the contract. Blattner, 322 N.W.2d at 321. But unambiguous language must be read according to its plain meaning and enforced. Minneapolis Pub. Hous. Auth. v. Lor, 591 N.W.2d 700, 704 (Minn. 1999).
In concluding that the parties entered into an enforceable settlement agreement, the district court determined that the word "inconsistent" was sufficiently definite to render the disputed term enforceable. When the terms of a contract are clear and unambiguous, the court will give effect to their plain meaning. Brown v. Weeres Indus., Inc., 375 N.W.2d 64, 66 (Minn.App. 1985), review denied (Minn. Dec. 13, 1985). The disputed term states that information that is inconsistent with the arbitrator's written decision will be removed from Minnie's personnel file. In applying the plain meaning of this term, there is little ambiguity as to what action is required under the agreement.
Moreover, the record establishes that the parties manifested their intent to be bound by the settlement agreement. The June 5 letter purported memorialize the parties' settlement agreement, thereby evincing the mutual assent of the parties. The letter outlined the terms of the agreement, requested clarification if the settlement was misrepresented in any way, and offered to take steps in furtherance of the agreement.
The union did not challenge the enforceability of the agreement until it expressed disagreement with the prospect of Minnie being required to take a fitness-for-duty test prior to returning to street duty. But there is an incongruity in the union's argument between the alleged ambiguity or indefiniteness in the word "inconsistent" (the settlement provision on which the union relies in arguing that the agreement is not enforceable) and the fitness-for-duty test, which appears clearly to be the actual issue about which the parties have a dispute. The incongruity is further highlighted by the fact that there is no claim that the parties have even attempted to engage in the process of removing "inconsistent" materials from Minnie's personnel file; the parties have not reached an impasse over the provision that the union claims is not definite enough. Equally as important, the issue that is now claimed to be so critical as to preclude enforcement of the agreement is neither mentioned in nor alluded to in the agreement. And as indicated in the June 5 letter, either party could have called attention to any misrepresented issue. It does not strain credulity to assume that if the issue of being required to take a fitness-for-duty test prior to return to assigned responsibilities was so critical, it certainly would have been negotiated or its omission noted.
We agree with the district court's observation that "Officer Minnie's return to street duty, with or without a fitness for duty test, was not a term of the settlement agreement" and conclude that the fitness-for-duty test is, at best, an issue that arose after the parties' settlement agreement was reached and memorialized and cannot now be invoked to lead a court to determine as a matter of law that the agreement is not enforceable. The district court had before it the question of whether the word "inconsistent" was definite enough to permit enforcement of the parties' settlement agreement. The court answered that question in the affirmative. We agree.
II.
The employer moved this court to strike 12 documents from the appendix of the union's brief. We will strike documents included in a party's brief that are not properly part of the appellate record. Fabio v. Bellomo, 489 N.W.2d 241, 246 (Minn.App. 1992), aff'd, 504 N.W.2d 758 (Minn. 1993). Under Minn. R. Civ. App. P. 110.01, "[t]he papers filed in the [district] court, the exhibits, and the transcript of the proceedings, . . . shall constitute the record on appeal[.]" None of the 12 documents listed in the employer's motion was filed with the district court or marked as an exhibit. Accordingly, we grant the employer's motion to strike the 12 documents outlined therein. Affirmed; motion granted.
In reviewing the challenged documents, as we must, to decide the motion to strike, we note that the documents (with the exception of a letter written by the union's attorney after jurisdiction of the district court was lost due to appeal), all appear to be from Minnie's personnel file. As noted in this opinion, there is no claim of impasse regarding any of those documents; hence, those documents would be irrelevant to our consideration of any issue on appeal.