Strategic Staff Management, Inc. v. Roseland, S-99-1043.
| Decision Date | 09 November 2000 |
| Docket Number | No. S-99-1043.,S-99-1043. |
| Citation | 260 Neb. 682,619 N.W.2d 230 |
| Parties | STRATEGIC STAFF MANAGEMENT, INC., Appellant, v. Michael ROSELAND et al., Appellees. |
| Court | Nebraska Supreme Court |
Jeffrey A. Silver, Omaha, for appellant.
Thomas F. Hoarty, Jr., and Scott A. Calkins, of Byam & Hoarty, Omaha, for appellees.
Appellees Michael Roseland, Thomas Lentz, Timothy Brotzki, and Profit Advantage, Inc., filed a motion to enforce a settlement agreement reached during mediation negotiations with appellant Strategic Staff Management, Inc. (Strategic). Strategic resisted the motion, arguing that a final agreement had not been reached and that the appellees had acted in bad faith. After a hearing, the district court sustained the motion based on its findings that the parties had resolved all issues in dispute and that there was no credible evidence to support the allegations of bad faith. We conclude that a valid settlement agreement had been entered into by the parties and, therefore, affirm the district court's decision to enforce the agreement according to its terms.
Roseland, Lentz, and Brotzki are all former key employees of Strategic, a professional employer organization. All three terminated their employment with Strategic on May 21, 1998, and formed Profit Advantage, Inc., a company also engaged as a professional employer organization. As a preliminary matter, we note that the interests of Roseland, Lentz, and Brotzki coincide with the interests of Profit Advantage, Inc., in this appeal. Therefore, for ease of discussion, the appellees will be referred to as "Profit." Strategic brought suit against Profit for alleged violations of Nebraska's Trade Secrets Act, Neb.Rev. Stat. §§ 87-501 through 87-507 (Reissue 1999), and for tortious interference with Strategic's business contracts.
The district court issued a 2-year temporary injunction against Profit, enjoining it from actively soliciting or contacting any of Strategic's clients until May 21, 2000. Trial was set for July 12, 1999. Before trial, the district court referred the matter to mediation, which was conducted on June 21. Corporate representatives for each party were present, as were the parties' attorneys.
During the mediation hearing, the parties reached an accord that was reduced to a memorandum of agreement. The memorandum of agreement was reviewed by representatives for both sides and signed by each party's attorney. We set forth the agreement:
MEMORANDUM OF AGREEMENT
1. The parties have agreed that the language of Judge Lamberty's temporary injunction entered in the matter of Strategic Staff Management, Inc. vs. Roseland et. al. found at Docket 976 Number 768 in the District Court of Douglas County, Nebraska entered March 30, 1999 will extend by agreement of the parties until January 1, 2004, at which time it will expire. The agreement excepts from the injunction the customers listed in defendant's response to interrogatory number, 5 and the new division of Central Logistics in Hastings Nebraska.
That same day, Profit's attorney, Thomas F. Hoarty, Jr., faxed and mailed a proposed general release and a proposed agreed order and judgment to Strategic's attorney, Jeffrey A. Silver. The agreed order and judgment to be signed by the court was revised and signed by both Hoarty and Silver. Silver made changes to the general release and faxed a copy back to Hoarty the following day. Hoarty made Silver's changes and returned a revised copy of the general release to Silver.
A pretrial conference was scheduled for the next morning. Hoarty asked Silver to make additional changes to the general release that morning before the conference, and Silver agreed. Silver told Hoarty to get the changes made and delivered, and Silver would have Strategic's representatives sign the general release. At the conference, the parties informed the court that a settlement had been reached. However, when Silver later had Strategic's representatives in California review the latest revision, Strategic indicated that it did not wish to proceed with the settlement.
On July 7, 1999, Silver informed Profit that Strategic found the new language of the general release unacceptable and would not execute the settlement agreement and release. Strategic also accused Profit of intentionally contacting Strategic's clients and slandering Strategic in violation of the spirit and intent of the settlement discussions. Profit then filed a motion to enforce the settlement agreement, which motion was resisted by Strategic.
At a hearing on the motion, Silver acknowledged that he had executed the memorandum of agreement on behalf of Strategic and admitted that he had agreed to the new language of the general release suggested by Hoarty just before the pretrial conference. After the hearing, the district court sustained the motion to enforce the agreement, based on its finding that the parties had reached an agreement which resolved all issues in dispute. The court further found that there was no credible evidence to support Strategic's allegations that Profit had contacted Strategic's clients or disparaged or slandered Strategic. Finally, the court noted that Strategic was unwilling to suggest alternative language for the section of the settlement agreement pertaining to the general release. The district court therefore ordered that all provisions of the parties' agreement be enforced in accordance with the original memorandum of agreement and the agreed order and judgment. Strategic timely appeals from the district court's order.
Strategic assigns that the district court erred in finding that a settlement agreement existed between Strategic and Profit and in enforcing it accordingly.
The construction of a contract is a matter of law, in connection with which an appellate court has an obligation to reach an independent, correct conclusion irrespective of the determinations made by the court below. Keller v. Bones, 260 Neb. 202, 615 N.W.2d 883 (2000); Fraternal Order of Police v. County of Douglas, 259 Neb. 822, 612 N.W.2d 483 (2000).
In a bench trial of an action at law, the factual findings by the trial court have the effect of a jury verdict and will not be set aside unless they are clearly wrong. Ruble v. Reich, 259 Neb. 658, 611 N.W.2d 844 (2000); Bachman v. Easy Parking of America, 252 Neb. 325, 562 N.W.2d 369 (1997).
Strategic does not dispute that Silver had authority to sign the memorandum of agreement at the mediation hearing, but it contends that the district court should not have sustained Profit's motion to enforce the settlement agreement because the memorandum of agreement signed by Silver was not a final settlement.
A settlement agreement is subject to the general principles of contract law. Woodmen of the World Life Ins. Soc. v. Kight, 246 Neb. 619, 522 N.W.2d 155 (1994). The construction of a contract is a matter of law, in connection with which an appellate court has an obligation to reach an independent, correct conclusion irrespective of the determinations made by the court below. Keller v. Bones, supra; Fraternal Order of Police v. County of Douglas, supra.
To have a settlement agreement, there must be a definite offer and an unconditional acceptance. Heese Produce Co. v. Lueders, 233 Neb. 12, 443 N.W.2d 278 (1989). When the terms of a contract are clear, a court may not resort to rules of construction, and terms are accorded their plain and ordinary meaning as an ordinary or reasonable person would understand them. In such a case, a court shall seek to ascertain the intention of the parties from the plain language of the contract. Farmers Union Co-op. Ins. Co. v. Allied Prop. & Cas., 253 Neb. 177, 569 N.W.2d 436 (1997).
According to Strategic, the memorandum of agreement was only an agreement to make an agreement. The facts introduced at the hearing, without objection, however, show a definite offer and unconditional acceptance. The record indicates the parties created three drafts of the memorandum of agreement at the mediation hearing before finding language that both parties and their attorneys agreed upon. Both parties informed the district court at a pretrial conference that a settlement had been reached, and no qualifications were placed on that announcement.
The record does indicate that Strategic found the changes made to the general release objectionable because it believed the revised language of the general release was broader than that of the memorandum of agreement. Paragraph 2 of the memorandum of agreement required Strategic to execute a general release of all claims in favor of Profit with three exceptions: (1) a specific claim in the Douglas County District Court, (2) any "COBRA" claims that arose in the future, and (3) any future violations of the injunction.
The final revision of the general release required Strategic to release all "claims, demands, damages or suits of any kind or nature, whether known or unknown, which they may now or hereafter have as of the [mediation] date," subject to the same exceptions. Strategic argued at the hearing that this new language was much broader than that of the previous revision. The district court, however, found that Silver, Strategic's counsel, had agreed to the changes and that Strategic had failed to suggest alternative language for the clause it found unacceptable.
Strategic argues that the preceding exchange of drafts dealing with the...
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