In re Estate of Snow

• Decision Date: 14 August 2014
• Docket Number: Docket No. Cum–13–560.
• Parties: ESTATE OF Harold Forest SNOW.
• Court: Maine Supreme Court

99 A.3d 278

2014 ME 105

ESTATE OF Harold Forest SNOW.

Docket No. Cum–13–560.

Supreme Judicial Court of Maine.

Argued: June 10, 2014.

Decided: Aug. 14, 2014.

J. Colby Wallace, Esq. (orally), Michael R. Bosse, Esq., and Daniel J. Mitchell, Esq., Bernstein Shur, Portland, for appellant Susan R. Snow.

Brendan P. Rielly, Esq. (orally), and Lee Ivy, Esq., Jensen Baird Gardner & Henry, Portland, for appellee Estate of Harold F. Snow.

Panel: SAUFLEY, C.J., and ALEXANDER, SILVER, MEAD, GORMAN, and JABAR, JJ.

Opinion

SILVER, J.

[¶ 1] Susan R. Snow appeals from a judgment of the Cumberland County Probate Court (Mazziotti, J. ) granting a motion filed by the personal representative of the estate of Susan's father, Harold Forest Snow, to enforce a settlement agreement between the parties. Susan contends, inter alia, that the court erred or abused its discretion in (1) concluding that a binding settlement agreement existed between the parties and (2) granting the personal representative's motion without holding a trial or evidentiary hearing or requiring the parties to submit summary judgment filings. This case gives us the opportunity to analyze when a settlement has been reached and, if so, how to enforce the settlement agreement. We affirm the judgment.

I. BACKGROUND

[¶ 2] The parties do not dispute the following facts. Harold Forest Snow died on November 29, 2011, survived by four adult daughters. On December 13, 2011, Linda C. Moulton, one of Harold's daughters, applied for informal probate of a will dated February 20, 1997, and a holographic codicil to the will dated October 19, 2011, and for appointment as personal representative of Harold's estate. The will provides that the residuary of Harold's estate is to be divided equally among his four daughters, and nominates Linda as personal representative. In the event that Linda does not serve, the will nominates Susan R. Snow as personal representative. The codicil provides:

I Harold Snow intend This to be part of my will. I intend that The gifts made to my daughter Susan of the camp and land in Standish on Sebago lake, and of The land known as the pasture behind my home on Pine Point Road be considered as advance distribution as part of my estate as stated in my will

Harold F. Snow

Oct 19 2011

These gifts are to be valued as of the date They were Transferred to Susan

Harold F. Snow

On December 16, 2011, the Register of Probate issued letters of authority to Linda and informally admitted the will and codicil to probate.

[¶ 3] On March 20, 2012, Linda, as personal representative, filed a civil action against Susan in the Probate Court pursuant to 18–A M.R.S. §§ 1–302, 3–105 (2013) alleging that one of the transfers identified in the codicil was an improvident transfer pursuant to 33 M.R.S. §§ 1021 –1025 (2013) and a product of undue influence pursuant to the common law. Linda also sought an injunction requiring Susan to convey the property to Harold's estate and prohibiting Susan from transferring the property to a third party. On October 19, 2012, Linda petitioned for formal probate of the will and codicil.

[¶ 4] The parties engaged in discovery. On July 18, 2013, Susan filed a letter with the court alleging that Linda had, by “means outside of the discovery rules,” obtained confidential information contained on computer discs and a hard drive found in Harold's home. Susan sought the immediate return of the discs and hard drive. On July 25, 2013, after a conference, the court ordered, inter alia, that Linda return the original discs and hard drive to Susan's attorney, that the parties' attorneys preserve and keep confidential copies of the information on the discs, and that Susan's attorney preserve the hard drive and provide Linda's attorney with a list of the contents of the drive so that Linda could request information pursuant to the discovery rules.

[¶ 5] On July 30, 2013, Susan appeared for her deposition at the office of Linda's attorney. Before Susan was deposed, she authorized her attorney to negotiate a settlement with Linda's attorneys. Ultimately, Susan's and Linda's attorneys went on the record before the attending professional reporter, stating: “So we are on the record here. We have settled the case. We are going to try to put down the outlines of the settlement, and then [we] are going to work on finalizing it.” The attorneys then discussed the details of the settlement on the record. Susan left without being deposed.

[¶ 6] The terms were placed on the record on July 30, 2013, as follows:

• Terry Snow would serve as personal representative.

• Before resigning as personal representative, Linda would file an estate tax return, and would be permitted to make partial distributions to herself and to her sisters Cora Jean and Beverly, and could pay expenses, but could not sell estate assets.

• Susan would decline to serve as personal representative.

• The parties would exchange global releases of all claims relating to the estate or to Linda's acquisition of Susan's discs and hard drive. The releases would include the parties' law firms.

• Linda's law firm would destroy all copies of the information on the discs that were the subject of the discovery dispute, and Susan's law firm would preserve the original discs in perpetuity.

• Susan would sign a letter to be sent to the Scarborough Police Department retracting a criminal complaint she had filed regarding Linda's acquisition of the discs and hard drive, explaining that it had been a misunderstanding and that everything had been returned to her.

• The estate would not pay Susan's attorney fees, and Susan would waive any right to an accounting with respect to Linda's service as personal representative.

• The holographic codicil to Harold's will would be valid and enforceable, and the property described in the codicil would be valued at $400,000. If Susan's full one-quarter share of the residuary estate was more than $400,000, she would receive an additional distribution to cover the difference.

• The parties would stipulate to dismissal with prejudice of the civil action against Susan.

• The parties would execute any documents necessary to effectuate the settlement.

[¶ 7] For about the next two weeks the attorneys sent proposed language back and forth to each other. Neither side would agree to sign the other's proposed settlement documents nor would either accept the other side's proposed letters to the Scarborough Police Department.

[¶ 8] Linda filed a motion to enforce the settlement agreement and to amend her civil complaint to add a claim for breach of the agreement.¹ Susan opposed the motion to enforce but agreed that Linda should be allowed to amend her complaint. Both parties attached to their filings the transcript of the conference on July 30, 2013; the various draft agreements exchanged by the parties, along with the related email correspondence; and affidavits of counsel authenticating the documents. Neither party requested a hearing on the motion.

[¶ 9] On October 28, 2013, the Probate Court granted Linda's motion to enforce, finding that the record “contains an unequivocal stipulation by the parties' attorneys that the matter was settled” and that the material terms of the agreement were clearly defined in the transcript. The court further found that Linda's proposed letter to the Scarborough Police Department and final written agreement accurately memorialized the material terms of the settlement; the court incorporated those documents by reference in the judgment, ordered that Susan sign the letter, and ordered that the written agreement be enforced. The court granted Linda's petition for formal probate of the will and appointment as personal representative, dismissed with prejudice the civil action against Susan, and denied as moot Linda's motion to amend her civil complaint.

[¶ 10] Susan subsequently filed a motion for findings of fact and conclusions of law. Specifically, Susan requested “that the Court make findings of fact citing to evidence in the record regarding the existence and the terms of a purported settlement agreement found by the court, including a finding as to whether such terms are ambiguous or unambiguous,” “the form in which the purported settlement agreement exists,” “the time when the purported settlement agreement was formed,” and “the precise parties to the purported settlement agreement.” The court denied the motion, concluding that “the Order and the portions of the record incorporated therein by reference provide adequate findings of fact and conclusions of law regarding the issues identified within [Susan's] motion.”

II. DISCUSSION

A. Contract Analysis

[¶ 11] “Settlement agreements are analyzed as contracts, and the existence of a binding settlement is a question of fact.” Muther v. Broad Cove Shore Ass'n, 2009 ME 37, ¶ 6, 968 A.2d 539 ; see also McClare v. Rocha, 2014 ME 4, ¶ 16, 86 A.3d 22 (“Whether a contract exists ... [is a] question [ ] of fact.”). “In order to be binding, a settlement agreement requires the mutual intent of the parties to be bound by terms sufficiently definite to enforce.” Muther, 2009 ME 37, ¶ 6, 968 A.2d 539 ; see also McClare, 2014 ME 4, ¶ 16, 86 A.3d 22 (“A contract exists when the parties mutually assent to be bound by all its material terms, the assent is either expressly or impliedly manifested in the contract, and the contract is sufficiently definite.” (quotation marks omitted)). We will vacate a trial court's determination that parties intended to be bound by an agreement only if it is clearly erroneous, meaning that there is no competent evidence in the record to support that determination. White v. Fleet Bank of Me., 2005 ME 72, ¶ 11, 875 A.2d 680. The existence of contrary evidence does not render a court's findings clearly erroneous. See id. ¶ 13.

[¶ 12] “We have recognized a distinction between a preliminary agreement to agree and a binding settlement agreement.” Muther, 2009 ME 37, ¶ 6, 968 A.2d 539 (quotation marks omitted). “Preliminary negotiations as to...