iWTNS, Inc.; Leveraged, LLC; and Bradley Lewis v. MotionMobs, LLC

• Court: Supreme Court of Alabama
• Decided: August 22, 2025
• Docket: SC-2024-0591
• Status: Published

Opinion

rel: August 22, 2025

Notice: This opinion is subject to formal revision before publication in the advance sheets of Southern Reporter. Readers are requested to notify the Reporter of Decisions, Alabama Appellate Courts, 300 Dexter Avenue, Montgomery, Alabama 36104-3741 ((334) 229-0650), of any typographical or other errors, in order that corrections may be made before the opinion is printed in Southern Reporter.

SUPREME COURT OF ALABAMA SPECIAL TERM, 2025

_________________________

SC-2024-0591 _________________________

iWTNS, Inc.; Leveraged, LLC; and Bradley Lewis

v.

MotionMobs, LLC

Appeal from Jefferson Circuit Court (CV-22-902767)

McCOOL, Justice. 1

1This case was originally assigned to another Justice on this Court;

it was reassigned to Justice McCool on January 21, 2025. SC-2024-0591

On behalf of two companies, Bradley Lewis contracted with

MotionMobs, LLC, to create a mobile-phone application. After the

parties disagreed over payment obligations and the quality of

MotionMobs' work product, however, MotionMobs sued Lewis and the

companies in the Jefferson Circuit Court, alleging breach of contract.

During the subsequent litigation, Lewis exchanged text messages with

the CEO of MotionMobs to discuss a possible settlement. Contending

that this text-message exchange amounted to a binding settlement

agreement, MotionMobs filed a motion to enforce the purported

agreement in the circuit court. The court granted that motion, holding

that the parties had agreed to settle in the text-message exchange and

ordering them to carry out their obligations under that agreement. Lewis

and the companies appeal, arguing that the text-message exchange did

not amount to a binding settlement agreement. We agree that the text-

message exchange was not a settlement agreement. We therefore reverse

the circuit court's judgment and remand the case for further proceeding

I. Facts and Procedural History

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Lewis is the founder and president of iWTNS, Inc., and the owner

of Leveraged, LLC. In November 2021, Lewis, on behalf of both

companies, executed a contract ("the application contract") with

MotionMobs to build a mobile-phone application. That application would

let users contact legal counsel when pulled over by police. Under the

application contract, MotionMobs agreed to provide the application in

March 2022 (later extended to April) and to bill $200 an hour for its

services.

The relationship between the parties soon soured, and in

September 2022 MotionMobs sued Lewis, iWTNS, and Leveraged ("the

defendants"), alleging breach of contract. In its complaint, MotionMobs

contended that it had performed its obligations under the application

contract and that the defendants had breached the application contract

by failing to pay in full. In response, the defendants countered that

MotionMobs had delayed production of the application, had ultimately

delivered an unfinished product, and had overcharged for its services.

At the heart of this appeal is whether the parties agreed to settle

this litigation in a text-message exchange. On June 29, 2023, Lewis

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texted with MotionMobs' CEO, Jennifer Fisher, discussing a possible

settlement. The text-message exchange was as follows:

Bradley Lewis: "I'm able to commit to paying Motion Mobs 30k per month for 5 months. If you all are ok with this please let me know asap. I can have the agreement drafted up and have the first payment to you within the next 7 days. My objective is to pay you all off ahead of the 5 months but working with what I have now this is the best I can do. Please advise on how to move forward."

Jennifer Fisher: "Bradley -- MotionMobs will agree to settle this matter in exchange for $150,000 to be paid in five equal monthly installments over the course of five months in exchange for a mutually agreeable release. The first payment of $30,000 will be due 7 days from the date the parties agree. The agreement will need to contain agreeable acceleration and default judgment clauses."

Bradley Lewis: "I will get this drafted for us so it will be done next week."

Contending that the text-message exchange amounted to a binding

settlement agreement, MotionMobs filed a motion to enforce that

purported agreement on July 10, 2023. MotionMobs attached the text-

message exchange and later submitted an affidavit by Fisher.

While the circuit court considered the motion to enforce, the parties

executed a different, written settlement agreement to avoid further

litigation ("the August agreement"). The August agreement was styled 4 SC-2024-0591

as a release, and it contained, among other things, the parties' respective

obligations, an acceleration clause in case of breach, and conditions that

had to be met for the entirety of the August agreement to be valid.

In particular, the August agreement provided that, in exchange for

payment by defendants, MotionMobs would deliver the application, along

with the source code and other intellectual property. Then, the

defendants would have five days to verify that the application met

contractual requirements. If, after five days, the defendants failed to

respond or rejected the delivery, the August agreement's remaining

provisions would be void. And, in that scenario, the August agreement

provided that MotionMobs would have the right to pursue enforcement

of the text-message exchange as a binding settlement agreement and that

the defendants would have the right to argue that the text-message

exchange created no such agreement.

The defendants ultimately did not accept delivery. The August

agreement's remaining provisions were therefore void. Consequently,

the parties then turned their attention back to whether the text-message

exchange amounted to a settlement agreement.

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Following a hearing in October 2023 on MotionMobs' motion to

enforce the purported settlement agreement, the circuit court entered the

following order:

"The Court FINDS that, on June 29, 2023, [the defendants] offered in writing to pay the sum of $150,000.00 in five monthly installments of $30,000.00 each to settle this case with no terms requiring verification of the coding produced to date by [MotionMobs]. The Court FINDS that, the same day, Jennifer Fisher, CEO of [MotionMobs,] accepted the offer in writing. Accordingly, the Court FINDS that the Parties entered into a valid, binding agreement to settle the case under the terms stated above."

(Capitalization in the original.)

The circuit court then ordered the parties to execute a written

agreement according to the above terms. It further ordered that the first

payment would be due 14 days from October 3, 2023.

The defendants filed a motion requesting that the circuit court

amend, alter, or vacate the order, or otherwise relieve them from having

to comply with the order. For its part, MotionMobs moved to hold the

defendants in contempt, alleging that the defendants were refusing to

comply with the order. The circuit court denied both motions.

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The defendants appealed to this Court on February 21, 2024. On

June 14, 2024, we dismissed that appeal on the basis that it arose from a

nonfinal order. iWTNS, Inc. v. MotionMobs, LLC (SC-2024-0113).

Subsequently, MotionMobs moved for the entry of a final judgment, the

circuit court entered a final judgment on August 14, 2024, and the

defendants timely appealed to this Court.

II. Standard of Review

This appeal presents only questions of law, which we review de

novo. Billy Barnes Enters., Inc. v. Williams, 982 So. 2d 494, 498 (Ala.

2007).

III. Discussion

The defendants argue that the text-message exchange does not

amount to a settlement agreement. They contend (1) that Fisher's

response is a counteroffer, not an acceptance, (2) that Fisher's

counteroffer is indefinite and thus could not be accepted, and (3) that,

even if the exchange could be a valid agreement, it lacked signatures and

is thus invalid on that ground. We agree that the text-message exchange

does not constitute a settlement agreement because, after rejecting

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Lewis's initial offer, Fisher made a counteroffer with indefinite terms

that the defendants did not accept. We therefore do not consider the

defendants' third argument.

Under the law, a settlement agreement is simply a contract.

Sheridan v. Board of Water & Sewer Comm'rs of Prichard, 764 So. 2d

526, 529 (Ala. 1999). To be valid, a contract requires an offer, acceptance

of the offer, and adequate consideration. Cook's Pest Control, Inc. v.

Rebar, 852 So. 2d 730, 737 (Ala. 2002). For contracts for services, an

acceptance must be "identical" to the offer to be effective. Smith v.

Chickamauga Cedar Co., 263 Ala. 245, 249, 82 So. 2d 200, 203 (1955)

(citation omitted). Thus, if a party responds to the offer with additional

or changed terms, that is a counteroffer that implicitly rejects -- and thus

terminates -- the original offer. Cook's Pest Control, 852 So. 2d at 737;

Payne v. Zimmern, 207 Ala. 155, 158, 92 So. 433, 435 (1921) ("There is

abundant authority for the proposition that a conditional acceptance

which amounts to a counter offer operates as a rejection of the original

offer.").

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A valid contract also requires that the parties agree to material

terms. Grayson v. Hanson, 843 So. 2d 146, 150 (Ala. 2002). But a

contract does not exist when the parties "merely agreed to later agree."

Id. Agreements to agree on some future date are unenforceable because

material terms are either too indefinite or simply missing, which

demonstrates that there had not been a meeting of the minds. Id.; 17A

Am. Jur. 2d Contracts § 183 (2004); White Sands Grp., L.L.C. v. PRS II,

LLC, 998 So. 2d 1042, 1051 (Ala. 2008) (providing examples of material

terms that are often scrutinized for definiteness, such as " 'the time of

performance, the price to be paid, work to be done, property to be

transferred, or miscellaneous stipulations' " (citation omitted)).

Furthermore, a party cannot agree to an indefinite offer, even if he

or she wants to do so. White Sands Grp., 998 So. 2d at 1051. A contract

with definite terms allows courts to determine whether there has been a

breach and the appropriate remedy in case of a breach. Id.

Here, the text-message exchange does not amount to a valid

settlement agreement because Fisher's reply is a counteroffer that the

defendants never accepted. Lewis started the negotiations with an offer

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to pay MotionMobs $30,000 a month for five months. In response, Fisher

agreed to that payment schedule but added material terms as conditions

on her acceptance -- a counteroffer. See, e.g., Hall v. Integon Life Ins.

Co., 454 So. 2d 1338, 1342 (Ala. 1984) ("To be effective as an acceptance,

any expression of assent restating the offer must not change the material

terms of the offer.").

Specifically, Fisher asked that the agreement include "a mutually

agreeable release" with "agreeable acceleration and default judgment

clauses." Those are new terms that are not included in Lewis's offer. Her

response was therefore a counteroffer; that she wrote in the future tense,

speaking of what the agreement "will" require, and stated that payment

would be due seven days "from the date the parties agree" bolsters that

conclusion. Her words indicate that she did not consider her response as

an outright acceptance of Lewis's offer but, rather, understood her

response to be a counteroffer containing additional terms requiring

further negotiation.

And the defendants never accepted Fisher's counteroffer. As an

initial matter, Lewis's response that "I will get this drafted for us so it

10 SC-2024-0591

will be done next week" does not indicate an acceptance. In context, it is

better understood that he was going to attempt to cement what could be

a "mutually agreeable" release with acceleration and default-judgment

clauses. Without knowing more information, Lewis could not promise to

write entire clauses that, in the abstract, would be "agreeable" to Fisher.

It is therefore clear that Lewis was not merely saying he would

formalize in writing an already-made agreement but, rather, that he

would craft a proposed agreement based on Fisher's counteroffer. Cf.

Southern Ry. Co. v. Huntsville Lumber Co., 191 Ala. 333, 338, 67 So. 695,

696 (1914) (" 'If the contract is actually entered into and made, whether

by messages, correspondence, or by word of mouth, the agreement

becomes at once effective, although it was expected that the terms should

afterwards be embodied in a written instrument and signed.' " (citation

omitted)); Restatement (Second) of Contracts § 27 (Am. L. Inst. 1981)

(noting that agreements can be binding when the parties have agreed to

all material terms despite intending to later formalize it in writing).

Thus, even if Lewis wanted to accept this "counteroffer," he could

not: Fisher's counteroffer was too indefinite as to those new terms. White

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Sands Grp., 998 So. 2d at 1051. At most, he could have only "agreed to

later agree" at some future date, which is not an enforceable contract.

Grayson, 843 So. 2d at 150.

Indeed, the parties' later August agreement demonstrates that

there was a lot more to negotiate before the parties could agree on these

new terms. The August agreement is 4 1/2 pages long. Two paragraphs

define precisely what claims are to be released and during what time

frame. Another two provisions outline an acceleration clause, providing

the conditions under which it would take effect. And the remaining pages

lay out step-by-step what the parties had to do in exchange for their

mutual releases.

The brief text-message exchange contains no similar level of

specificity. As our precedents demonstrate, parties cannot agree to

empty clauses with details to be filled in later. See White Sands Grp.,

998 So. 2d at 1051. And courts cannot fill in those details and make a

contract for the parties where there is none. Muscle Shoals Aviation, Inc.

v. Muscle Shoals Airport Auth., 508 So. 2d 225, 228 (Ala. 1987). Because

Lewis did not (and could not) accept Fisher's indefinite counteroffer,

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MotionMobs and the defendants have not yet agreed to settle. And if

they desire to settle this litigation, MotionMobs and the defendants need

to go back to the drawing board.

IV. Conclusion

Because Lewis and Fisher never agreed to a settlement in their

text-message exchange, the circuit court erred in granting MotionMobs'

motion to enforce the text-message exchange as a binding settlement

agreement. We therefore reverse the judgment and remand the case for

further proceedings.

REVERSED AND REMANDED.

Stewart, C.J., and Shaw, Bryan, and Mendheim, JJ., concur.