( (
STATE OF MAINE SUPERIOR COURT ANDROSCOGGIN, ss. CIVIL ACTION DOCKET NO. CV-16-101 RACHEL B. AKIN, ) ) MAR 2'1 ;18 AHll'.40 Plaintiff ) ANDRO SUPERYLOlR GOU!<" ) ORDER ON MOTIONS TO V. ) ENFORCE MEDIATION ) SETTLEMENT AGREEMENT AUBURN WATER DISTRICT, ) ) Defendant. )
Before the Court are Plaintiff Rachel B. Akin ("Akin") and Defendant Auburn
Water District's ("AWD") cross-motions to enforce a mediation settlement agreement. A
hearing was held on this matter on March 5, 2018. For the following reasons, both
parties' motions are denied.
I. Background
On August 15, 2016, Akin filed a Complaint alleging AWD has discharged water,
water treatment chemicals, and other pollutants onto Akin's property without permission
since 2012. (Pl.'s Campi. ,r 5.) Akin contends the discharge has flooded her property,
causing damage to the property and diminishing its value. (Id. ,r 9.) Plaintiffs Complaint
includes counts for statutory and common law trespass, negligence, injunctive relief,
and inverse condemnation.
On May 1, 2017, the parties notified the Court that the matter was fully resolved
through mediation on April 24, 2017. The Court approved the parties' agreement by
order dated May 19, 2017. However, on October 30, 2017, AWD filed its motion to
enforce the settlement agreement. In return, on November 20, 2017, Akin filed her
motion to enforce the settlement agreement.
The full text of the parties' Mediation Settlement Agreement provides as follows:
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1) Defendant to pay Plaintiff $20,000 upon delivery of the signed easement described below. 2) Plaintiff to grant Defendant an easement for the discharge of water in the "new discharge area" as located on the attached map where the southernmost culvert is located. 3) Defendant is to prepare the easement, subject to review of Plaintiff's counsel, including any surveying at its costs. 4) Defendant agrees to submerge the discharge pipe in an appropriate amount of rip rap. 5) Plaintiff will sign a release and dismissal of the pending case with prejudice.
The map referenced in the agreement is an aerial photograph, marked with lines that are
presumably property lines, and notations and hand-drawn arrows of unknown origin,
one of which points to the "new discharge area."
A WD' s motion to enforce generally alleges that following mediation, the parties
reached an agreement as to the form and language of the easement and release referenced
in the settlement agreement, but Akin unilaterally changed the language of these
documents without A WD' s consent and then demanded additional monies in return for
the execution of AWD' s draft of the easement and release. Akin' s motion counters that
A WD' s version of the easement does not comply with the language of the settlement
agreement, as it permits A WD to discharge water in areas other than the "new discharge
area." Akin further argues that the signed version of the easement drafted by her counsel
does comply with the settlement agreement, and she is therefore entitled to a $20,000
payment from A WD.
II. Standard of Review
Settlement agreements are analyzed as contracts, and the existence of a binding
settlement is a question of fact. Muther v. Broad Cove Shore Ass'n, 2009 ME 37, '1I 6, 968 A.2d
.539. Courts have recognized a distinction between a preliminary "agreement to agree"
and a binding settlement agreement. Id.; Ault v. Pakulski, 520 A.2d 703, 705 (Me. 1987). In
order to be binding, a settlement agreement requires the mutual intent of the parties to
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be bound by terms sufficiently definite to enforce. Muther, 2009 ME 37, <]I 6, 968 A.2d 539.
When litigants dispute whether an enforceable settlement was reached outside the
presence of the court, findings of fact regarding the terms of the agreement and the
parties' intent may be required. See Marie v. Renner, 2008 ME 73, <]I 10, 946 A.2d 418.
III. Discussion
The Court finds the parties merely entered into an "agreement to agree" when
they agreed to draft and sign an easement authorizing the discharge of water in the "new
discharge area." Based on the parties' differing interpretations of this critical term, the
Court could only order specific performance of the settlement agreement "by supplying,
on its own, critical contractual terms as to which the parties never had a meeting of the
minds," Ault, 520 A.2d at 705, and the settlement agreement as written is therefore
unenforceable. The agreement provides only a vague description of the location of the
easement, leaving this material term to be more fully determined at a later date. Clearly,
during the process of attempting to come to agreement on this material term, the
negotiation broke down, necessitating the filing of the motions now before the Court.
Specifically, throughout the negotiations following the mediation, it became
apparent that the parties do not share the same understanding of the term "new discharge
area." Even if the parties agreed to be bound by the terms of the settlement, including
that water would_only be discharged into the "new discharge area" under the easement,
the parties have reached an impasse regarding the intended location of the "new
discharge area" and have not provided the Court with objective means by which to
determine the meaning of this term. The term "new discharge area" and the map attached
to the settlement agreement are simply too indefinite to create an enforceable agreement.
AWD's understanding of the agreement is that Akin must "execute a drainage
easement that grants the Water District the right to continue its bleeding operations
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indefinitely, the same way it always has." (Def.'s Reply to Pl.'s Opp'n 5.) It argues the
phrase "new discharge area," is a misnomer, as "the 'new discharge area' is the location
where any remaining drinking water dissipated onto Akin's property consistently for
years,"' and that the easement granted by Akin was intended to track an easement held
by the Maine Department of Transportation ("MDOT") on Aki.n's property. (See id. at 3
4.) A WD further contends:
Akin claims that the MDOT drainage outlet easement includes locations other than at or around the "new discharge area." ... However, the only support Akin offers for that claim is her own haphazard effort to identify the location of the drainage outlet easements by "hold[ing] up" two pieces of paper-one an aerial photograph, the other a CADD print out of dramatically different scales-"to see where ... [the] discharge outlets line up on Plaintiff's Property." Akin's haphazard attempt to identify MDOT drainage easements on her property is inaccurate and does not identify any MDOT d rainag ea.s ment outside the "new discharge area."
(Id. at 4 n.1.)
While A WD' s characterization of the problem is correct, this "haphazard" method
for identifying the location of the "new discharge area" is the only evidence the Court
has in support of a fact finding regarding the meaning of the phrase "new discharge area"
in the settlement agreement. Nothing on the map attached to the settlement agreement
provides information regarding scale or geographic orientation. The Court also has a
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( (
STATE OF MAINE SUPERIOR COURT ANDROSCOGGIN, ss. CIVIL ACTION DOCKET NO. CV-16-101 RACHEL B. AKIN, ) ) MAR 2'1 ;18 AHll'.40 Plaintiff ) ANDRO SUPERYLOlR GOU!<" ) ORDER ON MOTIONS TO V. ) ENFORCE MEDIATION ) SETTLEMENT AGREEMENT AUBURN WATER DISTRICT, ) ) Defendant. )
Before the Court are Plaintiff Rachel B. Akin ("Akin") and Defendant Auburn
Water District's ("AWD") cross-motions to enforce a mediation settlement agreement. A
hearing was held on this matter on March 5, 2018. For the following reasons, both
parties' motions are denied.
I. Background
On August 15, 2016, Akin filed a Complaint alleging AWD has discharged water,
water treatment chemicals, and other pollutants onto Akin's property without permission
since 2012. (Pl.'s Campi. ,r 5.) Akin contends the discharge has flooded her property,
causing damage to the property and diminishing its value. (Id. ,r 9.) Plaintiffs Complaint
includes counts for statutory and common law trespass, negligence, injunctive relief,
and inverse condemnation.
On May 1, 2017, the parties notified the Court that the matter was fully resolved
through mediation on April 24, 2017. The Court approved the parties' agreement by
order dated May 19, 2017. However, on October 30, 2017, AWD filed its motion to
enforce the settlement agreement. In return, on November 20, 2017, Akin filed her
motion to enforce the settlement agreement.
The full text of the parties' Mediation Settlement Agreement provides as follows:
1 of 6 ( (
1) Defendant to pay Plaintiff $20,000 upon delivery of the signed easement described below. 2) Plaintiff to grant Defendant an easement for the discharge of water in the "new discharge area" as located on the attached map where the southernmost culvert is located. 3) Defendant is to prepare the easement, subject to review of Plaintiff's counsel, including any surveying at its costs. 4) Defendant agrees to submerge the discharge pipe in an appropriate amount of rip rap. 5) Plaintiff will sign a release and dismissal of the pending case with prejudice.
The map referenced in the agreement is an aerial photograph, marked with lines that are
presumably property lines, and notations and hand-drawn arrows of unknown origin,
one of which points to the "new discharge area."
A WD' s motion to enforce generally alleges that following mediation, the parties
reached an agreement as to the form and language of the easement and release referenced
in the settlement agreement, but Akin unilaterally changed the language of these
documents without A WD' s consent and then demanded additional monies in return for
the execution of AWD' s draft of the easement and release. Akin' s motion counters that
A WD' s version of the easement does not comply with the language of the settlement
agreement, as it permits A WD to discharge water in areas other than the "new discharge
area." Akin further argues that the signed version of the easement drafted by her counsel
does comply with the settlement agreement, and she is therefore entitled to a $20,000
payment from A WD.
II. Standard of Review
Settlement agreements are analyzed as contracts, and the existence of a binding
settlement is a question of fact. Muther v. Broad Cove Shore Ass'n, 2009 ME 37, '1I 6, 968 A.2d
.539. Courts have recognized a distinction between a preliminary "agreement to agree"
and a binding settlement agreement. Id.; Ault v. Pakulski, 520 A.2d 703, 705 (Me. 1987). In
order to be binding, a settlement agreement requires the mutual intent of the parties to
2 of 6 ( (
be bound by terms sufficiently definite to enforce. Muther, 2009 ME 37, <]I 6, 968 A.2d 539.
When litigants dispute whether an enforceable settlement was reached outside the
presence of the court, findings of fact regarding the terms of the agreement and the
parties' intent may be required. See Marie v. Renner, 2008 ME 73, <]I 10, 946 A.2d 418.
III. Discussion
The Court finds the parties merely entered into an "agreement to agree" when
they agreed to draft and sign an easement authorizing the discharge of water in the "new
discharge area." Based on the parties' differing interpretations of this critical term, the
Court could only order specific performance of the settlement agreement "by supplying,
on its own, critical contractual terms as to which the parties never had a meeting of the
minds," Ault, 520 A.2d at 705, and the settlement agreement as written is therefore
unenforceable. The agreement provides only a vague description of the location of the
easement, leaving this material term to be more fully determined at a later date. Clearly,
during the process of attempting to come to agreement on this material term, the
negotiation broke down, necessitating the filing of the motions now before the Court.
Specifically, throughout the negotiations following the mediation, it became
apparent that the parties do not share the same understanding of the term "new discharge
area." Even if the parties agreed to be bound by the terms of the settlement, including
that water would_only be discharged into the "new discharge area" under the easement,
the parties have reached an impasse regarding the intended location of the "new
discharge area" and have not provided the Court with objective means by which to
determine the meaning of this term. The term "new discharge area" and the map attached
to the settlement agreement are simply too indefinite to create an enforceable agreement.
AWD's understanding of the agreement is that Akin must "execute a drainage
easement that grants the Water District the right to continue its bleeding operations
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indefinitely, the same way it always has." (Def.'s Reply to Pl.'s Opp'n 5.) It argues the
phrase "new discharge area," is a misnomer, as "the 'new discharge area' is the location
where any remaining drinking water dissipated onto Akin's property consistently for
years,"' and that the easement granted by Akin was intended to track an easement held
by the Maine Department of Transportation ("MDOT") on Aki.n's property. (See id. at 3
4.) A WD further contends:
Akin claims that the MDOT drainage outlet easement includes locations other than at or around the "new discharge area." ... However, the only support Akin offers for that claim is her own haphazard effort to identify the location of the drainage outlet easements by "hold[ing] up" two pieces of paper-one an aerial photograph, the other a CADD print out of dramatically different scales-"to see where ... [the] discharge outlets line up on Plaintiff's Property." Akin's haphazard attempt to identify MDOT drainage easements on her property is inaccurate and does not identify any MDOT d rainag ea.s ment outside the "new discharge area."
(Id. at 4 n.1.)
While A WD' s characterization of the problem is correct, this "haphazard" method
for identifying the location of the "new discharge area" is the only evidence the Court
has in support of a fact finding regarding the meaning of the phrase "new discharge area"
in the settlement agreement. Nothing on the map attached to the settlement agreement
provides information regarding scale or geographic orientation. The Court also has a
copy of a map depicting the MDOT drainage easement, attached to Akin's motion as part
of Exhibit J. This map shows the location of the drainage outlet at Sta. 20+708.6 Rt., which
Akin contends is the location of the new drainage area. A WD has previously submitted
to the Court the full text and map of the MDOT drainage easement, which includes two
' Although the Court finds the parties did not reach a mutual understanding as to the location of the new discharge area, it makes no sense that the use of the word "new" in the agreement was not intended to mean "new," but rather, as AWO would have the Court interpret it, "new" was actually intended to mean "same."
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additional drainage outlets on Akin's property. (See Opp'n to Pl.'s App. for Prelim. Inj.,
Ex. C 11.) Those outlets are located at Sta. 20+665.6 Rt. and Sta. 20+734.0 Rt. (Id.)
Comparing the aerial photograph with the MDOT maps, although it may be reasonably
surmised that the maps depict the same general geographic location, the Court cannot
make a finding with adequate precision regarding the location of the "new discharge
area" and whether or not it encompasses more than one drainage outlet.
Given AWD's insistence that the easement agreed upon by the parties at mediation
was intended to cover the full length of the MDOT easement, despite the complete
absence of such language from the settlement agreement, the Court questions whether
A WD understood the terms to which it was agreeing when it signed the settlement
agreement. Moreover, Akin's current assertion that the MDOT easement is broader than
she intended when she agreed to the "new discharge area" evidences the probability that
the parties did not have a meeting of the minds regarding the location of the intended
discharge area.
The Court agrees with Akin that the resolution of this dispute depends principally
on whether or not the finalized easement comports with the terms of the settlement
agreement.' The state of affairs prior to the date the parties reached their settlement, and
the continued discussions following the signing of the settlement agreement, are
irrelevant; rather, the language of the settlement agreement is what the parties have asked
the Court to enforce. Based on the materials submitted to the Court, the Court cannot
' A WD has argued extensively that Akin' s cotlllsel agreed to A WD' s version of the easement by email prior to altering the language to create the version that Akin ultimately signed. Akin counte,red in her motion and at the hearing that she should not be forced to sign an easement that does not comply with the parties' settlement agreement. Although Al
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objectively make a determination as to which party's version of the easement (if either)
aligns with the language of the settlement agreement, and the Court will not engage in
any guesswork to do so. Because the parties attach materially different meanings to th~ 3
term "new discharge area," this term is not sufficiently definite to enforce, rendering the
settlement agreement unenforceable.
III. Conclusion
For the foregoing reasons, Plaintiff Rachel B. Akin's motion to enforce the
settlement agreement is DENIED. Defendant Auburn Water District's motion to enforce
the mediation settlement agreement is also DENIED.
The Clerk is directed to incorporate this Order into the docket by reference
pursuant to Maine Rule of Civil Procedure 79(a).
3 The Court likewise will not endeavor to guess which version of the release should be enforced under the settlement agreement. The unenforceable easement provisions are not severable from the rest of the settlement agreement, and therefore, the release provision is likewise unenforceable.
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