Safeway Stores, Inc. v. Altman

• Decision Date: 11 August 1983
• Docket Number: No. 156,156
• Citation: 296 Md. 486,463 A.2d 829
• Parties: SAFEWAY STORES, INC. v. Linda L. ALTMAN.
• Court: Maryland Court of Appeals

Page 486

296 Md. 486

463 A.2d 829

SAFEWAY STORES, INC. v. Linda L. ALTMAN.

No. 156.

Court of Appeals of Maryland.

Aug. 11, 1983.

Robert C. Erlandson, Baltimore, for appellant.

Barry M. Chasen, Landover, Ashcraft & Gerel, Landover, on brief, for appellee.

Argued before MURPHY, C.J., and SMITH, ELDRIDGE, COLE, DAVIDSON, RODOWSKY and COUCH, JJ.

COUCH, Judge.

In this case, the Circuit Court for St. Mary's County was requested to, and did, enforce a proposed workmen's compensation settlement agreement prior to approval by the Workmen's Compensation Commission (Commission). Upon appeal by the employee, the Court of Special Appeals reversed on the basis that the circuit court had no authority to "require settlement of a Workmen's Compensation case entered into without the approval of the Workmen's Compensation Commission...." Altman v. Safeway Stores, 52 Md.App. 564, 571, 451 A.2d 156, 160 (1982). We granted certiorari in order to consider a matter of public importance.

For reasons to be discussed herein, we shall affirm the intermediate appellate court.

The facts giving rise to this case are basically uncontroverted. After the Commission held, in October, 1979, that Linda Altman had sustained an accidental injury arising out of and in the course of her employment with Safeway Stores, Inc. (Safeway), and that her disability was the result of the accidental injury, Safeway appealed to the Circuit Court for St. Mary's County. Shortly before trial, the parties entered into an oral settlement agreement which was to be reduced to writing and submitted to the Commission for its approval pursuant to Maryland Code (1957, 1979 Repl.Vol., 1980 Cum.Supp.), Art. 101, § 52. ¹ Accordingly trial was postponed. Subsequently, the employee, learning that any future medical expenses would not be paid for by her husband's insurance company, concluded she would not go through with the settlement and thus refused to sign the written agreement. ²

Upon being so advised, the employer filed a motion to enforce the agreement in its appeal case in the circuit court. The trial judge, following a hearing on this motion, concluded that since the court had the case on appeal, it had jurisdiction over all issues therein. Nevertheless, he remanded the matter to the Commission for an advisory opinion "to determine whether or not the settlement agreement [wa]s fair and reasonable under the circumstances of this case and should be approved or disapproved." A hearing was subsequently held by the Commission, following which it ruled, in effect, that the Commission could not force Mrs. Altman to sign the settlement agreement. Because it was perceived the Commission had misconstrued the issue before it on remand, counsel for the employer communicated with the Commission pointing out the issue as presented by the court's order. Thereafter, the Commission modified its previous order as follows:

"After further consideration, the Commission has concluded to modify its Order dated September 28, 1981 to add the following issue:

Whether or not the settlement agreement is fair and reasonable under the circumstances of this case and should be approved or disapproved.

The Commission finds on the issue presented that the answer is 'Yes' as the settlement agreement was fair and reasonable.

It is, therefore, this 29 day of October, 1981, by the Workmen's Compensation Commission ORDERED that the above entitled case be held for further consideration until further action is taken in this case; subject to the provisions of the Workmen's Compensation Law of Maryland."

Armed with this modified order, the employer sought and obtained a supplemental hearing on its motion. The trial judge, "relying upon the expertise of the Commission", concluded that the agreement was fair and reasonable to both parties and entered judgment in favor of Mrs. Altman pursuant to the agreement. ³

Safeway argues that the Workmen's Compensation Commission had approved the settlement within the meaning of section 52 by answering "Yes" to the issue presented and, accordingly, the circuit court did not err in enforcing the agreement. On the other hand, Mrs. Altman contends that there was not a binding agreement as "the settlement agreement was never before the Commission for approval...."

We agree with Mrs. Altman that there was not a binding agreement. It is well established that "[o]ne of the essential elements for formation of a contract is a manifestation of agreement or mutual assent by the parties to the terms thereof; in other words, to establish a contract the minds of the parties must be in agreement as to its terms." See Klein v. Weiss, 284 Md. 36, 63, 395 A.2d 126, 141 (1978), and cases cited therein. Moreover, "[w]here both parties know and understand that a writing is not to ripen into a contract until the happening of a condition precedent ..., acts of the parties may not be interpreted as an assent to the writing." 17 Am.Jur.2d, Contracts § 24 (1964) (footnote omitted). See also Lemlich v. Board of Trustees, 282 Md. 495, 502, 385 A.2d 1185, 1189 (1978) ("there must exist an offer by one party and an unconditional acceptance of that precise offer by the other ... before a binding agreement is born"); L & L Corporation v. Ammendale, 248 Md. 380, 384, 236 A.2d 734, 736 (1968) ("where there is a conditional acceptance or a counteroffer a contract is not made").

In the instant case, it is patent that Mrs. Altman's acceptance of the settlement was conditioned upon approval by the Commission. First, section 52 clearly provides that the Commission must approve any settlement upon such terms and conditions...