Petersen v. Genesis Learning Centers12/13/2005
he record, with no deference to the trial court's decision. See In re Estate of Jones, 154 S.W.3d 582, 584 (Tenn. Ct. App. 2004); Reality Shop, Inc. v. RR Westminster Holding, Inc., 7 S.W.3d 581, 597 (Tenn. Ct. App. 1999).
"Consent decrees, compromise and settlement agreements, and agreed orders are favored by the courts and represent the achievement of an amicable result to pending litigation." In re Estate of Williams, No. M2000-02434-COA-R3-CV, 2003 WL 1961805, at *11 (Tenn. Ct. App. Apr. 28, 2003). Absent a demonstration of fraud or other compelling circumstances, a court should honor and enforce a settlement agreement as it would any other contract. Moffett, Larson, & Johnson v. Carman, No. 01-A-01-9501-CH00007, 1995 WL 322642, at * 3 (Tenn. Ct. App. May 26, 1995). The formation, interpretation, and enforceability of settlement agreements are governed by general contract law. Sweeten v. Trade Envelopes, Inc., 938 S.W.2d 383, 386 (Tenn. 1996). In order to be enforceable, a contract "must result from a meeting of the minds of the parties in mutual assent to the terms." Id. (quoting Higgins v. Oil, Chem. & Atomic Workers, 811 S.W.2d 875, 879 (Tenn. 1991)). Thus, absent mutual assent to the essential terms of a claimed settlement agreement, the agreement cannot be enforceable. State v. Clements, 925 S.W.2d 224, 227 (Tenn. 1996). The intent of the parties to a writing or writings is determined from the totality of the written terms, taken as a whole, in the context of the surrounding circumstances. See Fort Sanders Reg'l Med. Ctr. v. Collins, No. 03A01-9202-CH-00041,1992 WL 184682, at *1 (Tenn. Ct. App. Aug. 5, 1992).
We first address whether the correspondence between the parties reflects a meeting of the minds sufficient to constitute an enforceable agreement. TII argues that there was no such meeting of the minds in this case, because Plaintiffs focused on the inclusion of the $575,000 figure in the settlement offer and ignored the limiting language indicating that the offer was for policy limits and that the specified amount was only an estimate. At best, TII contends, there was a mutual mistake. It maintains that the $575,000 figure specified in the offer, " hile mistakenly overstated, was an estimated figure, qualified by the realities of eroding policy limits, a looming trial date, and the attendant preparations of Defendant's counsel of which Plaintiffs' counsel was keenly aware." Thus, inclusion of the $575,000 figure was not intended to mislead Plaintiffs, nor was it an error that can be charged to TII.
TII argues that this situation is similar to that in Perry v. Winn- Dixie Stores, Inc., No. E2001-00523-COA-R3-CV, 2002 WL 313152 (Tenn. Ct. App. Feb. 28, 2002). In Perry, a slip-and-fall case, the plaintiff had sued the defendant for personal injuries he sustained in the defendant's store. After a jury verdict was returned, the parties continued to negotiate a settlement in lieu of the plaintiff filing an appeal. The amount of the judgment, $15,300, was deposited by the defendant with the trial court. This amount was later withdrawn by the plaintiff. The defendant's new attorney offered the plaintiff $20,000 in full and final settlement of the claim. There was no discussion at that time about the money the Plaintiff had already received. The plaintiff accepted the offer.
Later the parties disagreed on whether the $20,000 settlement would be "new money" or whether it included the $15,300 already paid to the plaintiff. After the defendant's counsel learned that the plaintiff had already been paid $15,300, he wrote a check to the plaintiff for $4,700, rather than the full $20,000. Perry, 2002 WL 313152, at *5. The plaintiff filed a motion to enforce the set
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