Jameson v. Still

• Decision Date: 22 June 2021
• Docket Number: No. ED109161,ED109161
• Citation: Jameson v. Still, No. ED109161 (Mo. App. Jun 22, 2021)
• Parties: CLIFTON JAMESON, Appellant, v. ALEXIS STILL, Respondent
• Court: Missouri Court of Appeals

CLIFTON JAMESON, Appellant, v. ALEXIS STILL, Respondent

No. ED109161

Missouri Court of Appeals Eastern District DIVISION THREE

June 22, 2021

Appeal from the Circuit Court of St. Louis County

19SL-CC02508

Honorable John N. Borbonus

OPINION

Appellant Clifton Jameson appeals the summary judgment granted on respondent Alexis Still's affirmative defense which alleged that Jameson's personal injury case arising out of the parties' December 31, 2018 motor vehicle accident had been settled. Jameson argues that no settlement occurred because Still's insurer MetLife rejected Jameson's May 20, 2019 settlement offer with its June 21, 2019 counteroffer such that the May 20 offer was no longer on the table when MetLife purported to "accept" it on August 15, 2019.

For her part, Still asserts that because Jameson's demand was made pursuant to section 408.040 and section 537.058, and that both sections contain language that settlement offers made pursuant to and for the purpose of those sections are to remain open for at least 90 days, Jameson's offer was irrevocable and non-rejectable as a matter of law.¹ Thus, Still argues thatMetLife's counteroffer did not operate as a rejection and that its later "acceptance" within 90 days of Jameson's May 20 offer was effective to settle the claim. Because we disagree, we reverse and remand.

Background

On New Year's Eve 2018, Still's vehicle collided with Jameson's on Interstate 270 in St. Louis County. Jameson alleges Still's negligence caused the crash and the resulting injuries to his head, collarbone, and left elbow. On May 20, 2019, Jameson's counsel sent a letter to MetLife, Still's auto insurer, titled "Offer to Settle Pursuant to RSMo § 408.040 and RSMo § 537.058." The letter stated in relevant part:

"My firm is authorized to offer to settle this matter for the sum of one-hundred and fifty thousand ($150,000.00) or all available coverages, whichever is less, for a full release of any and all claims against Ms. Still. This offer to settle will remain open for ninety (90) days from the date of MetLife Insurance Company's receipt of this offer. Upon MetLife's acceptance of this offer, Clifton will execute the enclosed 537.060 release. The following must occur within ninety (90) days from the date MetLife receives this offer letter in order to constitute acceptance..."

On June 21, 2019, MetLife responded with a counteroffer to settle Jameson's claim for $24,751. Three days later, Jameson filed his petition for damages against Still which included his averment that "Plaintiff's RSMo section 408.040 offer was rejected on June 21, 2019."

On August 6, MetLife sent a second letter to Jameson's counsel stating:

"As we discussed on Friday, August 2, 2019, I wanted to follow up with you and confirm that we are prepared to tender our policy limits of $ 100,000.00 for your clients [sic] Bodily Injury Claim.

Please advise as to the acceptance of this offer, and at that time I will forward the remaining required Paper work [sic] that was included in your demand package."

Jameson did not respond to this offer.

On August 14, in a third letter, MetLife reiterated its offer of the $100,000 policy limits:

"I have taken over handling of this case.

On Aug. 6, 2019 we extended an offer of $100,000 policy limits. I am enclosing the executed Insurance Company Affidavit included with your May 20, 2019 demand letter.

Please provide payment instructions at your earliest convenience."

The next day, August 15, MetLife sent a fourth letter, this time purporting to accept Jameson's original May 20 offer:

"On behalf of Ms. Still we accept your demand to settle set out in your letter of May 20, 2019. Please send the Release and we will send the check within 10 days as you advised."

Jameson's counsel responded on August 20 to MetLife and Still that Jameson's May 20 settlement offer was no longer on the table because MetLife's $24,751 counteroffer in its June 21 letter constituted a rejection of that offer. His counsel added that MetLife had therefore exposed Still's personal assets in the event of an excess verdict and that MetLife itself was exposed to liability for its bad faith refusal to settle after having been given a "reasonable opportunity to settle" as defined in section 537.058.

In her answer, Still asserted as an affirmative defense that MetLife's August 15 letter constituted an acceptance of Jameson's May 20 offer such that Jameson's injury claim was thereby settled. On September 5, 2019, Still filed her motion to enforce settlement citing the two statutes - section 408.040 and section 537.058 - in support of her argument. Still argued that Jameson's May 20 offer was irrevocable and non-rejectable for 90 days irrespective of any action taken by the parties including Jameson's filing suit, in which he averred his offer had been rejected, and MetLife's actions consisting of its August 6 counteroffer and its three subsequent offers made to Jameson before it eventually sent its August 15 letter purporting to "accept" Jameson's original May 20 demand. The trial court denied that motion. Still's petitions forextraordinary writ relief based on these same arguments filed in this Court and in the Supreme Court were also denied. Then, on March 25, 2020, Still renewed her arguments in her motion for summary judgment. This motion the court granted on July 27, 2020. This appeal follows.

Standard of Review

This Court's review of a grant of summary judgment is de novo. Harpagon MO, LLC v. Bosch, 370 S.W.3d 579, 581 (Mo. banc 2012). We review the record in the light most favorable to the party against whom judgment was entered. Dahn v. Dahn, 346 S.W.3d 325, 331 (Mo. App. W.D. 2011). Where the defending party is the movant, it may establish a right to judgment by showing that there is no genuine dispute as to the existence of each of the facts necessary to support the movant's properly-pleaded affirmative defense. ITT Commercial Fin. Corp. v. Mid-Am. Marine Supply Corp., 854 S.W.2d 371, 381 (Mo. banc 1993). But even if the facts relevant to the affirmative defense are undisputed, the movant still must establish the right to judgment as a matter of law. Id.

Discussion

Here, the facts relevant to the parties' settlement communications, which are set forth above, are undisputed. What remains at issue before us is whether Still is entitled to judgment as a matter of law. This legal question, which we review de novo, centers on whether section 408.040 or section 537.058 rendered Jameson's May 20 offer irrevocable and non-rejectable for 90 days and thus unperturbed by MetLife's June 21 rejection/counteroffer and its three other offers.

Our task is rather simple - does the pertinent language from section 408.040.3(4) ("...and be left open for ninety days") or section 537.058.2(1) ("...shall remain open for acceptance ... not [...] less than ninety days...") require us to depart from the centuries-old black letter contractlaw that holds that MetLife's June 21 counteroffer was a rejection of the original May 20 offer such that MetLife's August 15 "acceptance" was ineffectual to accomplish a settlement since Jameson's offer was no longer on the table. McLean v. Pastime Gymnasium Ass'n, 64 Mo. App. 55, 56 (1895) ("Where a counter offer is submitted which in any way qualifies the terms of the offer by new matter, the original offer is thereby rejected, and the party to whom the offer was made can not afterward bind the proposer by an unconditional acceptance, unless the original offer is renewed.")

We reach our decision to reverse this case based on our interpretation of the legislative intent of the foregoing language from sections 408.040 and 537.058 upon which Still relies. First, the plain and ordinary meaning of the language does not manifest a clear legislative intent that an offer made pursuant to either section is irrevocable and non-rejectable as a matter of law. Second, we conclude that the legislature intended the foregoing language to be construed in the limited context of each of these sections' specific and limited purpose and not as a broad statutory departure from Contracts 1-0-1.

1. The black-letter common law of contracts vis-a-vis offer, acceptance, counteroffer, and rejection.

Basic contract law governs settlement agreements. Tinucci v. R.V. Evans Co., 989 S.W.2d 181, 184 (Mo. App. E.D. 1998). When an offeror makes an offer, the offeree obtains the power of acceptance. Boehm v. Reed, 14 S.W.3d 149, 151 (Mo. App. W.D. 2000). The offeree's power of acceptance can be terminated a number of ways, including by acceptance, rejection, revocation, the lapse of time, or by the death or incapacity of either party. Id. A counteroffer does two things - it operates as a rejection of the original offer and as a new offer. Tri-Lakes Title & Escrow, LLC v. Morris Grp., Inc., 443 S.W.3d 76, 79 (Mo. App. S.D. 2014).A party cannot accept an offer after making a counteroffer, as the original offer is deemed rejected. J.H. v. Brown, 331 S.W.3d 692, 701 (Mo. App. W.D. 2011) (citing Nelson v. Baker, 776 S.W.2d 52, 53 (Mo. App. E.D. 1989); see also Beck v. Shrum, 18 S.W.3d 8, 10 (Mo. App. E.D. 2000).

Here, the parties' settlement communications set forth above demonstrate that until MetLife sent its August 15 letter purporting to "accept" Jameson's May 20 offer to settle, the parties themselves had adhered to the foregoing well-worn contract principles. First, both parties treated MetLife's June 21 counteroffer as a rejection. We know this because Jameson filed suit and alleged in the petition that the settlement offer had been rejected. MetLife, for its part, also treated its June 21 counteroffer as a rejection. In its next three communications to Jameson, on August 2, August 6, and August 14, MetLife repeatedly put its own offer to settle for the policy limits on the table. If Jameson's May 20 offer was still available for acceptance, as MetLife now argues, why would MetLife deem it necessary to make fresh new offers, rather than simply accept...