Jameson v. Still
| Decision Date | 26 April 2022 |
| Docket Number | SC 99279 |
| Citation | 643 S.W.3d 306 |
| Parties | Clifton JAMESON, Appellant, v. Alexis STILL, Respondent. |
| Court | Missouri Supreme Court |
Jameson was represented by Kirk Presley of Presley & Presley LLC in Kansas City, (816) 931-4611; and W. Alex Lamb of Lieser Law Firm LLC in St. Louis, (314) 878-3200.
Still was represented by T. Michael Ward and Michael B. Maguire of Brown & James PC in St. Louis, (314) 421-3400.
After Clifton Jameson and Alexis Still were involved in an automobile accident, Jameson sent Still's insurer, MetLife, an offer to settle pursuant to sections 408.040 and 537.0581 in which he agreed to release all of his legal claims against Still if MetLife agreed to pay Jameson the lesser of $150,000 or all available coverages. MetLife responded with a counteroffer to pay $24,751. Taking MetLife's counteroffer as a rejection of his settlement offer, Jameson sued Still in the circuit court for his damages arising from the accident. MetLife then sent several letters to Jameson attempting to accept his original settlement offer. Still moved for summary judgment, arguing that MetLife's counteroffer did not terminate the settlement offer and that its subsequent letter of acceptance created a settlement agreement between the parties. The circuit court agreed and granted judgment in Still's favor. This Court has jurisdiction, Mo. Const. art. V, sec. 10, and holds there is no settlement agreement between the parties because MetLife's counteroffer constituted a rejection that terminated Jameson's settlement offer under the common law of contracts. The circuit court's entry of summary judgment is vacated, and the case is remanded for further proceedings.
On December 31, 2018, Still and Jameson were involved in an automobile accident in St. Louis County. According to Jameson, Still's negligence caused the crash and his resulting injuries. On May 20, 2019, Jameson's counsel sent a letter to Still's insurer, MetLife, offering to settle the matter. The letter was titled "Offer to Settle Pursuant to RSMo § 408.040 and RSMo § 537.058" (hereinafter referred to as the "May 20 settlement offer") and provided in relevant part:
On June 21, 2019, MetLife responded with a letter offering to settle Jameson's claim for $24,751 (hereinafter referred to as the "June 21 counteroffer"). Taking MetLife's June 21 counteroffer as a rejection of his May 20 settlement offer, Jameson filed suit in late June 2019 against Still for his damages arising from the accident.
After Jameson filed suit, MetLife proceeded to send Jameson several letters attempting to accept his May 20 settlement offer. On August 6, 2019, MetLife sent a letter offering to pay its policy limits of $100,000. Jameson did not respond. On August 14, 2019, MetLife sent another letter reiterating its August 6 offer to pay the $100,000 policy limits. The next day, on August 15, 2019, MetLife sent its final letter, which stated, "On behalf of Ms. Still we accept your demand to settle set out in your letter of May 20, 2019." On August 20, 2019, Jameson responded, explaining that the May 20 settlement offer was no longer available because the June 21 counteroffer constituted a rejection that terminated MetLife's ability to later accept the May 20 settlement offer.
In her answer to Jameson's petition for damages, Still pleaded the affirmative defense of settlement. Still alleged that MetLife's counteroffer did not terminate the May 20 settlement offer and that MetLife's August 15 letter constituted an acceptance, thereby settling Jameson's injury claim. Still argued the statutes under which Jameson made the May 20 settlement offer – sections 408.040 and 537.058 – altered the common law rule that a counteroffer operates as a rejection that terminates an offer and required the settlement offer to remain open for 90 days despite any counteroffer or rejection that may occur during that time frame. Still renewed her argument in a motion for summary judgment. The circuit court agreed with Still that a settlement agreement was reached despite MetLife's June 21 counteroffer and granted summary judgment.
This Court reviews the circuit court's entry of summary judgment de novo and views the record in the light most favorable to the non-moving party. ITT Commercial Fin. Corp. v. Mid-Am. Marine Supply Corp. , 854 S.W.2d 371, 376 (Mo. banc 1993). When the defending party moves for summary judgment (as Still did here), it may establish a right to judgment by showing there is no genuine dispute as to the existence of each of the facts necessary to support the movant's affirmative defense. Id. at 381. Even if the facts relevant to the affirmative defense are undisputed, however, the movant still must establish the right to judgment as a matter of law. Id. As the facts are not disputed here, this Court's inquiry is whether Still established the right to judgment as a matter of law – in other words, whether a settlement agreement was reached between the parties. This turns on the legal question of whether the June 21 counteroffer constituted a rejection that terminated the May 20 settlement offer or whether the May 20 offer survived MetLife's counteroffer and, therefore, was accepted by MetLife's subsequent letter of acceptance.
"The question of whether the parties entered into an enforceable settlement agreement is governed by contract law." Ste. Genevieve Cnty. Levee Dist. #2 v. Luhr Bros., Inc. , 288 S.W.3d 779, 783 (Mo. App. 2009) (citing Emerick v. Mut. Benefit Life Ins. Co. , 756 S.W.2d 513, 518 (Mo. banc 1988) ). "To show a legal, valid settlement agreement, one must prove the essential elements of a contract: offer, acceptance and consideration." Id. To be effective, the terms of the acceptance must mirror the terms of the offer, and "[a]ny acceptance that includes new or variant terms from the offer presented amounts to a counter-offer and a rejection of the original offer." Pride v. Lewis , 179 S.W.3d 375, 379 (Mo. App. 2005). Thus, under the common law of contracts, which governs the formation of settlement agreements, a counteroffer operates as a rejection that terminates the ability to later accept a settlement offer.
Indeed, both parties agree that the common law generally applies to the formation of settlement agreements and that a counteroffer generally operates as a rejection under the common law. Still argues, however, that the legislature intended to alter this common law counteroffer rule for offers made expressly under sections 408.040 and 537.058. Still asserts the plain language of these statutes renders any such offers irrevocable and "non-rejectable" for 90 days.
It is well established that the legislature has the authority to modify common law rules. Ordinola v. Univ. Physician Assocs. , 625 S.W.3d 445, 450 (Mo. banc 2021). However, the legislature must do so "expressly or by necessary implication;" otherwise "the common law rule remains valid." State ex rel. KCP&L Greater Mo. Operations Co. v. Cook , 353 S.W.3d 14, 20 (Mo. App. 2011). "[N]o statute should be construed to alter the common law further than the words import."...
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