LNV Corp. v. Studle

743 S.E.2d 578, 322 Ga. App. 19, 2013 Fulton County D. Rep. 1611, 2013 WL 2278112, 2013 Ga. App. LEXIS 437
CourtCourt of Appeals of Georgia
DecidedMay 24, 2013
DocketA13A0727
StatusPublished
Cited by6 cases

This text of 743 S.E.2d 578 (LNV Corp. v. Studle) is published on Counsel Stack Legal Research, covering Court of Appeals of Georgia primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
LNV Corp. v. Studle, 743 S.E.2d 578, 322 Ga. App. 19, 2013 Fulton County D. Rep. 1611, 2013 WL 2278112, 2013 Ga. App. LEXIS 437 (Ga. Ct. App. 2013).

Opinion

Miller, Judge.

LNV Corporation (“LNV’) sued Charles and Daniel Studle to recover amounts owed on two commercial promissory notes. After the parties engaged in settlement discussions, the Studies filed a motion to enforce a settlement agreement between the parties. The trial court granted the Studies’ motion, finding that e-mails exchanged between the parties constituted a valid settlement offer and acceptance thereof. LNV appeals, contending that the trial court erred in (1) not admitting parol evidence concerning ambiguities in the purported offer and acceptance, and (2) granting the Studies’ motion to enforce the settlement agreement. For the reasons that follow, we affirm.

We apply a de novo standard of review to a trial court’s order on a motion to enforce a settlement agreement. Because the issues raised are analogous to those in a motion for summary judgment, in order to succeed on a motion to enforce a settlement agreement, a party must show the [C]ourt that the documents, affidavits, depositions and other evidence in the record reveal that there is no evidence sufficient to create a jury issue on at least one essential element of the Appellant’s case. Thus, we view the evidence in a light most favorable to the nonmoving party.

(Citations and punctuation omitted.) Johnson v. DeKalb County, 314 Ga. App. 790, 791 (726 SE2d 102) (2012).

So viewed, the record shows that on September 27, 2005, the Studies executed a promissory note (“Note 1”) payable to FirstBank Financial Services in the principal amount of $25,288. Note 1 was [20]*20renewed on November 20, 2006, and again on July 17, 2008, in the principal amount of $25,150. On June 12, 2008, Daniel Studle executed a promissory note (“Note 2”) payable to FirstBank in the principal amount of $4,193.41. BothNote 1 and Note 2 (collectively the “Notes”) were subsequently assigned to LNV. On August 1, 2011, LNV filed suit against the Studies to recover the principal due on the Notes, plus accrued and unpaid prejudgment interest and attorney fees.

After the Studies filed their answer and defenses, the parties entered into settlement discussions via e-mail and by telephone. The parties’ settlement discussions included telephone conversations about a down payment of accrued and unpaid interest.

On March 21, 2012, the Studies’ counsel sent an e-mail to LNV’s counsel offering to settle the case for a total of $34,757.74, including a $5,000 down payment, with the remaining balance payable over 60 months at six percent interest. The offer also requested title to a 1999 GMC truck upon payment of the initial amount. Between March 21 and April 17, 2012, the parties exchanged a series of e-mails discussing a continuance of the trial date in this case, the status of the Studies’ March 21 settlement offer and the reduction in Charles Studle’s income.

On April 17, 2012, LNV’s counsel responded via e-mail to the Studies’ counsel with a counteroffer approved by LNV’s loan committee, which set forth the .terms under which the Notes would be modified to consolidate all current principal, charges and fees due as of April 15, 2012. LNV’s April 17 e-mail stated that the terms approved by the loan committee varied from the Studies’ March 21 offer in that the loan committee proposed a two-year term, with a sixty-month amortization. The April 17 e-mail also stated that the Studies would be required to enter into consent judgments, only to be recorded in the event of default. LNV’s counteroffer, however, did not mention the proposed $5,000 down payment or title to the GMC truck.

It is undisputed that on April 20, the Studies’ counsel sent an e-mail to LNV’s counsel, stating that the Studies accepted LNV’s offer as proposed. The April 20 e-mail also asked LNV’s counsel to draft the proposed modifications and consent judgments. The Studies’ counsel received an e-mail on May 17, 2012 with copies of the amended Notes and the modification agreement requiring the Studies to make an up-front payment of $5,949.08 in accrued interest. The Studies objected to this up-front payment, and they subsequently filed a motion to enforce a settlement agreement based on the April 17 and April 20 e-mails between the parties.

[21]*21The trial court granted the Studies’ motion to enforce the purported settlement agreement, finding that the April 17 e-mail outlined LNV’s unambiguous settlement offer as approved by its loan committee, and the April 20 e-mail constituted the Studies’ acceptance of LNV’s settlement offer as proposed. The trial court also refused to consider parol evidence regarding conversations and e-mails that occurred prior to the formation of the settlement agreement.

1. LNV contends that the trial court erred by failing to admit parol evidence concerning ambiguities in the purported offer and acceptance. We disagree.

A settlement agreement is a contract and must meet the same requirements of formation and enforceability as other contracts.... Because a settlement agreement is a contract, it is subject to the usual rules of statutory construction. While the cardinal rule of construction is to determine the intention of the parties, no construction is required or permitted when the language employed by the parties in the contract is plain, unambiguous, and capable of only one reasonable interpretation.

(Punctuation and footnotes omitted.) Lamb v. Fulton-DeKalb Hosp. Auth., 297 Ga. App. 529, 533 (2) (677 SE2d 328) (2009). Moreover, it is well settled that parol negotiations preceding the making of a written contract are merged in the written contract, and parol evidence is inadmissible to vary or contradict the terms of a written contract which is valid on its face. See Parrish v. Jackson W. Jones, P.C., 278 Ga. App. 645, 647 (1) (629 SE2d 468) (2006); Green v. Ford Motor Credit Co., 146 Ga. App. 531, 532 (1) (246 SE2d 721) (1978). As more fully set forth in Division 2 below, the settlement agreement based on the two e-mails between the parties was clear, unambiguous, and enforceable on its face. Accordingly, the trial court did not err in refusing to consider parol evidence of conversations and e-mails occurring prior to the formation of the settlement agreement.

2. LNV contends that the trial court erred in granting the Studies’ motion to enforce the settlement agreement, because no enforceable agreement existed between the parties, and the trial court failed to view the evidence in the light most favorable to LNV.

Settlement agreements “are highly favored under the law and will be upheld whenever possible as a means of resolving uncertainties and preventing lawsuits.” (Punctuation and footnote omitted.) Triple Eagle Assoc. v. PBK, Inc., 307 Ga. App. 17, 20 (2) (704 SE2d 189) (2010).

[22]*22In considering the enforceability of an alleged settlement agreement, however, a trial court is obviously limited to those terms upon which the parties themselves have mutually agreed. Absent such mutual agreement, there is no enforceable contract as between the parties. It is the duty of courts to construe and enforce contracts as made, and not to make them for the parties. The settlement agreement alleged to have been created in this case [was] the product of the attorneys for the parties. As the existence of a binding agreement is disputed, the proponent of the settlement must establish its existence in writing. The writing which will satisfy this requirement ideally consists of a formal written agreement signed by the parties.

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743 S.E.2d 578, 322 Ga. App. 19, 2013 Fulton County D. Rep. 1611, 2013 WL 2278112, 2013 Ga. App. LEXIS 437, Counsel Stack Legal Research, https://law.counselstack.com/opinion/lnv-corp-v-studle-gactapp-2013.