Arizona Custom Contracting, Inc. v. Green, 052920 AZAPP2, 2 CA-CV 2019-0108

Docket Nº:2 CA-CV 2019-0108
Opinion Judge:BREARCLIFFE, JUDGE
Party Name:Arizona Custom Contracting, Inc., dba All Valley Custom Contracting, an Arizona Corporation, Plaintiff/Appellant, v. David Green, an individual; Thomas Green, an individual; Casa deVerde Enterprises, Inc., an Arizona Corporation; Green Furniture &Appliance; Brand Source Appliance; Arizona Guns & Ammo, Defendants/Appellees.
Attorney:Keith R. Lalliss, Mesa Counsel for Plaintiff/Appellant Larson & Simpson PLC, Chandler By Gregory J. Larson and John A. Salskov Counsel for Defendants/Appellees
Judge Panel:Judge Brearcliffe authored the decision of the Court, in which Presiding Judge Staring and Chief Judge Vásquez concurred.
Case Date:May 29, 2020
Court:Court of Appeals of Arizona
 
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Arizona Custom Contracting, Inc., dba All Valley Custom Contracting, an Arizona Corporation, Plaintiff/Appellant,

v.

David Green, an individual; Thomas Green, an individual; Casa deVerde Enterprises, Inc., an Arizona Corporation; Green Furniture &Appliance; Brand Source Appliance; Arizona Guns & Ammo, Defendants/Appellees.

No. 2 CA-CV 2019-0108

Court of Appeals of Arizona, Second Division

May 29, 2020

Not for Publication - Rule 111(c), Rules of the Arizona Supreme Court

Appeal from the Superior Court in Graham County No. CV201800058 The Honorable Timothy M. Wright, Judge.

Keith R. Lalliss, Mesa Counsel for Plaintiff/Appellant

Larson & Simpson PLC, Chandler By Gregory J. Larson and John A. Salskov Counsel for Defendants/Appellees

Judge Brearcliffe authored the decision of the Court, in which Presiding Judge Staring and Chief Judge Vásquez concurred.

MEMORANDUM DECISION

BREARCLIFFE, JUDGE

¶1 Arizona Custom Contracting, Inc. ("ACC") appeals from the trial court's judgment in favor of David Green, Thomas Green, Casa De Verde Enterprises, Inc., Green Furniture & Appliance, Brand Source Appliance, and Arizona Guns & Ammo (collectively "Green"), its November 27, 2018 order granting Green's motion to enforce settlement agreement, and its March 22, 2019 order refusing to grant ACC's motion for new trial. ACC contends that the court erred when it enforced the settlement agreement because the wording of the offer was open to interpretation, ambiguous, and the only "fair" interpretation is that there was no meeting of the minds. Green contends that the "parties entered into a binding settlement agreement complete with offer, acceptance, and consideration." We reverse and remand for proceedings consistent with this decision.

Factual and Procedural Background

¶2 In determining that the parties had reached a settlement, based on the undisputed facts, the trial court "effectively granted summary judgment regarding the existence, terms, and enforceability of the parties' settlement agreement" and we thus "employ the summary judgment standard of review" and view the facts in the light most favorable to ACC, as the non-prevailing party. See Robertson v. Alling, 237 Ariz. 345, ¶ 8 (2015). On June 12, 2018, ACC filed a complaint against Green, alleging breach of contract. ACC alleged that it had contracted with Green to perform roofing services, and Green agreed to pay ACC for services rendered. ACC claimed that although it had performed the roofing services, Green had not paid the full amount for the services. Specifically, ACC alleged that Green had paid $50, 000 at the time the complaint was filed and that he owed ACC an additional $99, 018.84. The parties agreed to an open-ended extension of time for Green to file an answer to facilitate settlement negotiations.

¶3 On August 9, 2018, Green's counsel sent an email to ACC's counsel with an attachment titled "Settlement Correspondence." The email, in part, stated: My clients offer to settle this dispute for a walk away agreement with Arizona Custom Contracting, Inc. to pay the $30, 000 allegedly owed to Roofline Supply & Delivery, accepting $0.00 from my clients. In exchange, my clients will walk away and waive any claims they may have against Arizona Custom Contracting, Inc.....

It also stated the specific counterclaims Green would allege against ACC, including fraud, breach of contract, and racketeering. On August 15, 2018, ACCs counsel emailed a response stating:

This email serves as a response to your letter dated August 9, 2018. My client hereby accepts your client[']s offer of $30, 000.00 to resolve all disputes between the parties. Would you like to draft the mutual release agreement?

¶4 Eleven minutes later, Green's counsel emailed a reply to ACCs counsel stating, "I want to make sure we are on the same page." He then quoted language from his email and stated that it meant, "that Arizona Custom Contracting, Inc. pays the $30k allegedly owed to Roofline Supply & Delivery, and my clients pay a total of $0.00," and concluded...

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