SAPP FAMILY, LLC v. AMCO INSURANCE COMPANY et al
Filing
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ORDER granting AMCO's 30 Motion to Enforce Settlement and DENYING request for attonney's fees. Signed by Judge Richard L. Young on 7/8/2015. (TMD)
UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF INDIANA
INDIANAPOLIS DIVISION
SAPP FAMILY, LLC,
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Plaintiff,
vs.
AMCO INSURANCE COMPANY,
THE CINCINNATI INSURANCE
COMPANY,
Defendants.
1:14-cv-01200-RLY-DML
ENTRY ON AMCO’S MOTION TO ENFORCE SETTLEMENT AGREEMENT
Defendant, AMCO Insurance Company, moves for enforcement of a settlement
agreement allegedly reached via email with Plaintiff, Sapp Family, LLC. For the
reasons set forth below, the motion is GRANTED.
I.
Background
Plaintiff suffered storm-related damage to its roof and sought coverage from its
prior carrier, AMCO, and from its current carrier, Cincinnati Insurance Co. (Pl.’s
Statement Claims 1–2). Both insurers denied Plaintiff’s claims for coverage on grounds
that the damage was done outside the policy period. Plaintiff then brought the present
action for breach of contract and bad faith denial of coverage.
In January 2015, Plaintiff and AMCO engaged in a series of emails concerning
settlement. On January 29, 2015, Plaintiff and AMCO agreed to the following terms: (1)
a $20,000 payment from AMCO to Plaintiff in exchange for (2) the confidentiality of the
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settlement, (3) the release of all claims against AMCO, and (4) a stipulation of dismissal.
(Filing No. 30, Verified Mot. Enforce Settlement, Ex. A at 2). Plaintiff, through its
attorney, replied, “Agreed. Go ahead and draft the paperwork.” (Id. at 2).
On February 4, 2015, Plaintiff asked AMCO “where we are on this,” and AMCO
responded, “I have requested the check and dictated the release. Will forward when
received.” (Id. at 1). The following week (February 11, 2015), the Plaintiff requested
AMCO suspend the drafting of settlement papers because it was “re-assessing the
weather history.” (Id.).
AMCO now seeks enforcement of the January 29th settlement agreement.
Plaintiff claims the alleged agreement lacks an essential term – prompt payment – and
that AMCO “clearly had no intent to make payment immediately.”
II.
Discussion
“Indiana strongly favors settlement agreements,” and “if a party agrees to settle a
pending action, but then refuses to consummate his settlement agreement, the opposing
party may obtain a judgment enforcing the agreement.” Georgos v. Jackson, 790 N.E.2d
448, 453 (Ind. 2003) (citing Scott v. Randle, 697 N.E.2d 60, 63 (Ind. Ct. App. 1998)).
Settlement agreements are governed by the same principles of contract law as other
agreements. Id. (citing Ind. State Highway Comm’n v. Curtis, 704 N.E. 1015, 1018 (Ind.
1998)). Generally, settlement agreements are not required to be in writing. M.H. Equity
Managing Member, LLC v. Sands, 938 N.E.2d 750, 756 (Ind. Ct. App. 2010).
The basic requirements of a contract include offer, acceptance, consideration, and
a “meeting of the minds.” Sands v. Helen HCI, LLC, 945 N.E.2d 176, 180 (Ind. Ct. App.
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2011). In determining whether a contract is enforceable, there must be an “intent to be
bound and definiteness of terms.” Wolvos v. Meyer, 668 N.E.2d 671, 675 (Ind. 1996)
(quoting Arthur Linton Corbin & Joseph M. Perillo, Corbin on Contracts § 2.8 at 131
(rev. ed. 1993)). “Parties may make an enforceable contract which obligates them to
execute a subsequent final written agreement,” so long as the agreement is “expressed on
all essential terms that are to be incorporated in the document.” Sands, 945 N.E.2d at 180
(citing Wolvos, 668 N.E.2d 674).
Plaintiff argues that immediate payment was an essential term of the settlement
agreement due to the “ongoing deterioration of the building from lack of repairs and
weather conditions.” Plaintiff represents that it discussed the necessity of that term with
AMCO in prior conversations dating back to January 13, 2015. (Filing No. 33, Pl.’s
Verified Resp. AMCO’s Mot. Enforce Settlement at 1). Because the terms set forth in
the January 29th emails did not include that essential term, Plaintiff argues “the attempted
settlement failed.” (Id. at 3).
Plaintiff’s argument fails for two reasons. First, under Indiana law, where the time
for payment is not specified, “a reasonable time is usually read into the contract.” In re
Estate of Moore, 714 N.E.2d 675, 677 (Ind. Ct. App. 1999) (citing Ind. Farmers Mut. Ins.
Co. v. Walters, 50 N.E.2d 868, 870 (1943)). Thus, the fact that the informal settlement
agreement did not have a payment deadline is not fatal to its enforcement. Moreover,
what constitutes a reasonable time is typically one of fact “‘unless the evidence is
susceptible of only one reasonable inference in that respect.’” Rogier v. Am. Testing and
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Eng’g Corp., 734 N.E.2d 606, 617 n.4 (Ind. Ct. App. 2000) (quoting 12 Am. Jur.2d
Brokers § 74).
Here, the parties settled on all essential terms of the contract on January 29, 2015.
On February 4, 2015, in response to Plaintiff’s counsel’s inquiry, AMCO’s counsel
responded, “I have requested the check and dictated the release. Will forward when
received.” (Verified Mot. Enforce Settlement Ex. A at 1). Thus, in less than a week after
the parties’ informal settlement, AMCO’s counsel was merely waiting on the check for
Plaintiff. As a matter of law, AMCO fulfilled its payment obligations under the
settlement agreement within a reasonable time. See Ind. Farmers, 50 N.E.2d at 870
(affirming trial court’s conclusion that a month was a reasonable time to complete the
terms of settlement); see also Estate of Moore, 714 N.E.2d at 677 (concluding that
distribution of an estate within three months was not unreasonable).
Second, Plaintiff’s suggestion that it was entitled to disregard the settlement due to
AMCO’s failure to make a “prompt payment” is not supported by the evidence. When
Plaintiff’s counsel accepted AMCO’s offer, she included no condition or time
specification requiring payment by AMCO by a particular date. Instead, she responded
in unequivocal terms: “Agreed. Go ahead and draft the paperwork.”
Plaintiff also challenges the proposed settlement agreement because there was no
meeting of the minds. “A meeting of the minds of the contracting parties, having the
same intent, is essential to the formation of a contract.” Zimmerman v. McColley, 826
N.E.2d 71, 77 (Ind. Ct. App. 2005). In determining the parties’ mutual intent, the court
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looks to “the final expression found in conduct.” Id. Intent is a factual matter to be
determined by all of the circumstances. Id.
The parties’ intent to be bound is reflected not only in the January 29th emails that
conclude with Plaintiff’s agreement to AMCO’s terms, but also in subsequent emails
dated February 4, 2015. Plaintiff’s counsel asked AMCO’s counsel, “Hey Rick. Let me
know where we are on this. Thanks!” (Verified Mot. Enforce Settlement Ex. A at 1).
AMCO’s counsel responds, “I have requested the check and dictated the release. Will
forward when received.” (Id.). It was not until February 13, 2015, that Plaintiff cited the
need for immediate payment as reason for its withdrawal. (Filing No. 33, Pl.’s Verified
Resp. AMCO’s Mot. Enforce Settlement Ex. 2 at 1) (“I was clear it had to be a quick
payout so he could get the dire repairs done – now the lack of repairs have caused more
damage.”). The court therefore finds the parties shared a mutual intent to be bound by
the January 29th settlement terms. AMCO’s Motion to Enforce Settlement is
GRANTED.
In addition, AMCO moves for attorney fees “based upon evidence to be submitted
in the future” for having to file the present motion. AMCO failed to provide any legal
authority or support for the request. See Frazier v. Indiana Dept. of Labor, No. IP01–
0198–C–T/G, 2003 WL 21649931 at n.4 (S.D. Ind. 2003) (denying defendant’s request
for attorney’s fees because the requesting party “fail[ed] to provide any legal authority or
other support for the request”). Accordingly, AMCO’s request for fees is DENIED.
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III.
Conclusion
For the reasons above, AMCO’s Motion to Enforce Settlement (Filing No. 30) is
GRANTED, and the request for attorney’s fees is DENIED.
SO ORDERED this 8th day of July 2015.
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RICHARD L. YOUNG, CHIEF JUDGE
United States District Court
Southern District of Indiana
Distributed Electronically to Registered Counsel of Record.
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