September 17, 2012
HENRY KUO AND FANNY CAI, PLAINTIFFS-RESPONDENTS/ CROSS-APPELLANTS,
EDUARD KUO, HELEN KUO, AND JULIE KUO, DEFENDANTS-APPELLANTS/CROSS-RESPONDENTS.
On appeal from the Superior Court of New Jersey, Chancery Division, Morris County, Docket No. C-118-09.
NOT FOR PUBLICATION WITHOUT THE APPROVAL OF THE APPELLATE DIVISION
Submitted September 11, 2012
Before Judges Fisher and Alvarez.
In this appeal, we consider whether the trial judge properly determined that this civil action was settled and, if so, whether the judge correctly enforced certain aspects of the agreement. Finding no error, we affirm.
Plaintiffs Henry Kuo and Fanny Cai commenced this action against Henry's brother, sister-in-law and mother -- defendants Edward Kuo, Helen Kuo and Julie Kuo, respectively. Plaintiffs alleged they were the true owners of a Montville home then in defendants' possession and demanded a declaratory judgment and possession of the property, as well as damages and other relief; defendants counterclaimed, asserting ownership of the Montville home and seeking damages for, among other things, plaintiffs' alleged failure to pay rent for their use of the property.
On April 12, 2011, after approximately twenty trial days, counsel advised the judge of a settlement. There followed --spread over eighty single-spaced transcript pages -- a description of the parties' understanding. Their agreement called for a transfer of the property to plaintiffs, subject to a life estate to be held by defendant Julie Kuo and a non-party, Johnson Kuo. A fair reading of the transcript, however, demonstrates that many other ancillary issues arose for the first time during the attorneys' description of the settlement agreement; some of these issues were resolved after some discussion, others reserved for a later time. At the conclusion of the proceedings, the parties acknowledged under oath that the attorneys' verbal description represented their agreement. The parties also expressed their consent to be bound to those terms, and they waived the right to conclude the trial and have their disputes resolved by the court. After listening to their sworn representations, the trial judge found the parties had freely and voluntarily entered into the settlement agreement, a finding worthy of our deference. Rova Farms Resort, Inc. v. Investors Ins. Co., 65 N.J. 474, 483-84 (1974).
Unfortunately but, perhaps, not surprisingly considering the parties' disputatiousness -- made apparent to the judge during the trial and even the settlement proceedings on April 12, 2011 -- cross-motions were filed relating to disputes that had subsequently arisen about the parties' obligations under the settlement agreement. In ruling on these motions, the judge correctly recognized that the parties had agreed to a termination of the suit; accordingly, it would have been entirely proper for the judge to have simply left it to any aggrieved party to commence a new suit based upon the alleged breach of the settlement agreement. The trial judge, however, took a practical approach and entered an order that memorialized the settlement agreement's essential terms.*fn1 The judge's two December 2, 2011 orders declared and compelled what was clearly stipulated in the oral settlement agreement.
With the entry of those orders, defendants appealed, arguing that the April 12, 2011 proceedings did not result in a binding settlement agreement because, in their words, "the negotiation did not result in a meeting of the minds as to the essential terms." Defendants also contend that the trial judge should have compelled mediation of the parties' disputes pursuant to Rule 1:40.*fn2 We find insufficient merit in these arguments to warrant discussion in a written opinion. R. 2:11-3(e)(1)(E). We add only the following brief comments.
There is no genuine dispute about the fact that the parties agreed on the essential terms of their undertaking, namely: that the lawsuit would be dismissed; that title to the Montville property would be transferred to plaintiffs; and that a life estate would be granted to Julie and Johnson Kuo. Beyond that, the agreement contains other ancillary conditions regarding plaintiffs' right to inspect the property, the placing of insurance, and the responsibility for certain monetary charges and expenses that would arise during the term of the life estate; that defendants may have located ambiguities or omissions regarding these inessential aspects of their agreement in the lengthy April 12, 2011 transcript does not render the agreement unenforceable. See Berg Agency v. SleepworldWillingboro, Inc., 136 N.J. Super. 369, 377 (App. Div. 1975) (holding that "a contract is no less a contract because some preferable clauses may be omitted either deliberately or by neglect[;] [s]o long as the basic essentials are sufficiently definite, any gaps left by the parties should not frustrate their intention to be bound"); see also Weichert Co. Realtors v. Ryan, 128 N.J. 427, 435 (1992); West Caldwell v. Caldwell, 26 N.J. 9, 24-25 (1958).
As we have mentioned, because the parties had previously agreed that the matter was settled, in ruling on the cross-motions the judge could have left the status quo undisturbed and relegated the parties to the commencement of a new suit on their new contract. The judge, however, adopted a more expedient approach and entered an order, fully in accord with the settlement agreement, compelling the performance of the essential terms of the parties' agreement. The judge also correctly rejected defendants' request that the parties be compelled to mediate. The oral settlement agreement did not contain a stipulation to mediate disputes, and the judge recognized, based upon what she learned during the course of the lengthy unfinished trial, that the parties "can't agree on anything" and "intensely dislike each other," circumstances that eliminated the likelihood that the parties could somehow mediate a resolution of any open issues.
It may be true -- although we do not decide -- that some minor elements of the settlement agreement were ambiguously described or mistakenly omitted on April 12, 2011. The existence of any such ambiguities or open questions do not demonstrate, as defendants argue, the absence of a binding agreement. Berg Agency, supra, 136 N.J. Super. at 377. What is not arguably in dispute is that the parties agreed to the termination of this suit. To the extent any of these parties may now feel aggrieved by the failure of another party to comply with any non-materials terms is not a valid ground for upsetting the agreement nor a sufficient ground for reopening this lawsuit; such a circumstance merely suggests grounds for a new suit based on an alleged breach of the settlement agreement. In short, "[a]n agreement to settle a lawsuit is a contract . . . like all other contracts," Pascarella v. Bruck, 190 N.J. Super. 118, 124-25 (App. Div.), certif. denied, 94 N.J. 600 (1983), and its breach may be pursued like the breach of any other contract.