NOTICE: Summary decisions issued by the Appeals Court pursuant to M.A.C. Rule 23.0, as appearing in 97 Mass. App. Ct. 1017 (2020) (formerly known as rule 1:28, as amended by 73 Mass. App. Ct. 1001 [2009]), are primarily directed to the parties and, therefore, may not fully address the facts of the case or the panel's decisional rationale. Moreover, such decisions are not circulated to the entire court and, therefore, represent only the views of the panel that decided the case. A summary decision pursuant to rule 23.0 or rule 1:28 issued after February 25, 2008, may be cited for its persuasive value but, because of the limitations noted above, not as binding precedent. See Chace v. Curran, 71 Mass. App. Ct. 258, 260 n.4 (2008).
COMMONWEALTH OF MASSACHUSETTS
APPEALS COURT
25-P-2
SUSAN BACH, trustee,1
vs.
RICHARD M. SHEA2 & another;3 SUSAN BACH, individually, third- party defendant.
MEMORANDUM AND ORDER PURSUANT TO RULE 23.0
The plaintiff appeals from a judgment of dismissal
following a Superior Court judge's allowance of a motion to
enforce settlement agreement. On appeal, she contends that the
judge erred in determining that the parties had come to such an
agreement. As the judge's findings are insufficient to allow
1 Of the Frances S. Adams Trust.
2In an April 2022 pretrial order, a Superior Court judge acknowledged that Richard M. Shea had died. The docket does not reflect any substitution of parties thereafter. We refer to the remaining defendant, Joan M. Shea, as "the defendant" throughout.
3 Joan M. Shea. proper review, we vacate the judgment and remand for further
proceedings.
Background. This case originated as a dispute over a
family trust. The plaintiff is the trustee of the Frances S.
Adams Trust. Frances S. Adams, who passed away in 2016, was the
plaintiff's mother's sister. In 2017, the plaintiff brought
this action against her mother's brother, Richard M. Shea, and
his wife (the defendant), alleging improprieties with respect to
trust assets, among other things. Richard Shea and the
defendant counterclaimed against the plaintiff, and filed a
third party complaint against the plaintiff in her individual
capacity, alleging similar improprieties. During the protracted
litigation, the plaintiff's mother and Richard Shea passed away.
As the case progressed to trial in 2024, the plaintiff and the
defendant began talking of settlement.
On June 7, 2024, the defendant's counsel told the
plaintiff's counsel that "family photos" could be provided to
the plaintiff as part of a settlement of the case. He went on
to say that the defendant would be willing to contribute
$10,000, in the name of Adams, to a charity in order to resolve
the litigation. On June 10, 2024, the plaintiff's counsel
responded, "Conceptually, and subject to getting to a formal
agreement, I think we have the framework for a deal." He
requested that the defendant's counsel draw up a settlement
2 agreement including certain provisions, specifically one which
required the defendant to turn over to the plaintiff "family
papers, photographs" and added, "I[t] would be helpful to know
what exactly [the defendant] still has in terms of papers,
files, photos so I can let [the plaintiff] know." The following
day, the defendant's counsel provided a draft settlement
agreement.
On June 20, 2024, the plaintiff had an opportunity to view
the photographs and documents proposed to be delivered. She was
not satisfied with the production and thereafter specified what
she expected to receive as family photographs and documents.
After further discussion failed to resolve the issue, the
plaintiff stated to the defendant's counsel on June 26, 2024, "I
don't know what you are going to do about this but I think you
might want to talk about this with your client. This is a very
important aspect of the settlement and the current production is
not sufficient. This changes things."
Subsequently, defense counsel made further attempts to
satisfy the plaintiff with respect to the production of
photographs, to no avail. On July 1, 2024, the plaintiff
expressed her frustration and disappointment, and said that she
still expected photographs to be provided to her irrespective of
any settlement and that if the defendant wanted to settle, it
was incumbent on her "to make an offer she can and will
3 perform." More discussion regarding photograph production
ensued. On August 2, 2024, the defendant's counsel sent the
plaintiff an e-mail message, attaching a draft settlement
agreement, asserting that it reflected an agreement reached by
the parties. With respect to the family photographs, this draft
settlement agreement provided that the defendant was to deliver
to the plaintiff
"approximately 300 original family photographs depicting members of the Shea and/or Adams families, which [the plaintiff] is entitled to keep; . . . [and] digital copies (prepared by a professional digitizing company, at [the defendant's] sole cost) of certain photographs which [the plaintiff] separated and/or flagged on August 1, 2024."
Defense counsel requested that the plaintiff sign the agreement
or at least authorize her attorney to report the matter settled;
otherwise, he would move to enforce the settlement agreement.
The plaintiff did not sign the agreement, and the matter
was not reported settled. On August 13, 2024, the defendant
filed an emergency motion to enforce settlement agreement,
supported by an affidavit of the defendant. The plaintiff filed
an opposition supported by her own affidavit. On August 22,
2024, the parties appeared in court for the final pretrial
conference for the trial scheduled for August 26, 2024. At that
time, the judge heard counsel on the motion to enforce
settlement agreement. The following day, the judge allowed the
motion and issued a dismissal nisi order, requiring the parties
4 to submit an agreement for judgment or stipulation of dismissal
within a month. When the parties failed to do so, the judge
dismissed the case.
Discussion. "A settlement agreement is a contract and its
enforceability is determined by applying general contract law."
Duff v. McKay, 89 Mass. App. Ct. 538, 541 (2016), quoting
Sparrow v. Demonico, 461 Mass. 322, 327 (2012). To be
considered enforceable, an "agreement requires (1) terms
sufficiently complete and definite, and (2) a present intent of
the parties at the time of formation to be bound by those
terms." Targu Group Int'l, Inc. v. Sherman, 76 Mass. App. Ct.
421, 428 (2010). We review de novo the judge's legal
determinations, such as whether a contract exists or whether an
ambiguity exists within it. See Basis Tech. Corp. v.
Amazon.com, Inc., 71 Mass. App. Ct. 29, 36 (2008). We review
the factual finding of the parties' contemporaneous intent to be
bound under the "clearly erroneous" standard of Mass. R. Civ. P.
52 (a), as amended, 423 Mass. 1402 (1996). Basis Tech. Corp.,
supra.
Here, the judge made no findings concerning the terms of
the agreement or the parties' intent, having concluded that the
parties did not dispute the existence of a settlement agreement.
Although the plaintiff agreed that the parties had reached an
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NOTICE: Summary decisions issued by the Appeals Court pursuant to M.A.C. Rule 23.0, as appearing in 97 Mass. App. Ct. 1017 (2020) (formerly known as rule 1:28, as amended by 73 Mass. App. Ct. 1001 [2009]), are primarily directed to the parties and, therefore, may not fully address the facts of the case or the panel's decisional rationale. Moreover, such decisions are not circulated to the entire court and, therefore, represent only the views of the panel that decided the case. A summary decision pursuant to rule 23.0 or rule 1:28 issued after February 25, 2008, may be cited for its persuasive value but, because of the limitations noted above, not as binding precedent. See Chace v. Curran, 71 Mass. App. Ct. 258, 260 n.4 (2008).
COMMONWEALTH OF MASSACHUSETTS
APPEALS COURT
25-P-2
SUSAN BACH, trustee,1
vs.
RICHARD M. SHEA2 & another;3 SUSAN BACH, individually, third- party defendant.
MEMORANDUM AND ORDER PURSUANT TO RULE 23.0
The plaintiff appeals from a judgment of dismissal
following a Superior Court judge's allowance of a motion to
enforce settlement agreement. On appeal, she contends that the
judge erred in determining that the parties had come to such an
agreement. As the judge's findings are insufficient to allow
1 Of the Frances S. Adams Trust.
2In an April 2022 pretrial order, a Superior Court judge acknowledged that Richard M. Shea had died. The docket does not reflect any substitution of parties thereafter. We refer to the remaining defendant, Joan M. Shea, as "the defendant" throughout.
3 Joan M. Shea. proper review, we vacate the judgment and remand for further
proceedings.
Background. This case originated as a dispute over a
family trust. The plaintiff is the trustee of the Frances S.
Adams Trust. Frances S. Adams, who passed away in 2016, was the
plaintiff's mother's sister. In 2017, the plaintiff brought
this action against her mother's brother, Richard M. Shea, and
his wife (the defendant), alleging improprieties with respect to
trust assets, among other things. Richard Shea and the
defendant counterclaimed against the plaintiff, and filed a
third party complaint against the plaintiff in her individual
capacity, alleging similar improprieties. During the protracted
litigation, the plaintiff's mother and Richard Shea passed away.
As the case progressed to trial in 2024, the plaintiff and the
defendant began talking of settlement.
On June 7, 2024, the defendant's counsel told the
plaintiff's counsel that "family photos" could be provided to
the plaintiff as part of a settlement of the case. He went on
to say that the defendant would be willing to contribute
$10,000, in the name of Adams, to a charity in order to resolve
the litigation. On June 10, 2024, the plaintiff's counsel
responded, "Conceptually, and subject to getting to a formal
agreement, I think we have the framework for a deal." He
requested that the defendant's counsel draw up a settlement
2 agreement including certain provisions, specifically one which
required the defendant to turn over to the plaintiff "family
papers, photographs" and added, "I[t] would be helpful to know
what exactly [the defendant] still has in terms of papers,
files, photos so I can let [the plaintiff] know." The following
day, the defendant's counsel provided a draft settlement
agreement.
On June 20, 2024, the plaintiff had an opportunity to view
the photographs and documents proposed to be delivered. She was
not satisfied with the production and thereafter specified what
she expected to receive as family photographs and documents.
After further discussion failed to resolve the issue, the
plaintiff stated to the defendant's counsel on June 26, 2024, "I
don't know what you are going to do about this but I think you
might want to talk about this with your client. This is a very
important aspect of the settlement and the current production is
not sufficient. This changes things."
Subsequently, defense counsel made further attempts to
satisfy the plaintiff with respect to the production of
photographs, to no avail. On July 1, 2024, the plaintiff
expressed her frustration and disappointment, and said that she
still expected photographs to be provided to her irrespective of
any settlement and that if the defendant wanted to settle, it
was incumbent on her "to make an offer she can and will
3 perform." More discussion regarding photograph production
ensued. On August 2, 2024, the defendant's counsel sent the
plaintiff an e-mail message, attaching a draft settlement
agreement, asserting that it reflected an agreement reached by
the parties. With respect to the family photographs, this draft
settlement agreement provided that the defendant was to deliver
to the plaintiff
"approximately 300 original family photographs depicting members of the Shea and/or Adams families, which [the plaintiff] is entitled to keep; . . . [and] digital copies (prepared by a professional digitizing company, at [the defendant's] sole cost) of certain photographs which [the plaintiff] separated and/or flagged on August 1, 2024."
Defense counsel requested that the plaintiff sign the agreement
or at least authorize her attorney to report the matter settled;
otherwise, he would move to enforce the settlement agreement.
The plaintiff did not sign the agreement, and the matter
was not reported settled. On August 13, 2024, the defendant
filed an emergency motion to enforce settlement agreement,
supported by an affidavit of the defendant. The plaintiff filed
an opposition supported by her own affidavit. On August 22,
2024, the parties appeared in court for the final pretrial
conference for the trial scheduled for August 26, 2024. At that
time, the judge heard counsel on the motion to enforce
settlement agreement. The following day, the judge allowed the
motion and issued a dismissal nisi order, requiring the parties
4 to submit an agreement for judgment or stipulation of dismissal
within a month. When the parties failed to do so, the judge
dismissed the case.
Discussion. "A settlement agreement is a contract and its
enforceability is determined by applying general contract law."
Duff v. McKay, 89 Mass. App. Ct. 538, 541 (2016), quoting
Sparrow v. Demonico, 461 Mass. 322, 327 (2012). To be
considered enforceable, an "agreement requires (1) terms
sufficiently complete and definite, and (2) a present intent of
the parties at the time of formation to be bound by those
terms." Targu Group Int'l, Inc. v. Sherman, 76 Mass. App. Ct.
421, 428 (2010). We review de novo the judge's legal
determinations, such as whether a contract exists or whether an
ambiguity exists within it. See Basis Tech. Corp. v.
Amazon.com, Inc., 71 Mass. App. Ct. 29, 36 (2008). We review
the factual finding of the parties' contemporaneous intent to be
bound under the "clearly erroneous" standard of Mass. R. Civ. P.
52 (a), as amended, 423 Mass. 1402 (1996). Basis Tech. Corp.,
supra.
Here, the judge made no findings concerning the terms of
the agreement or the parties' intent, having concluded that the
parties did not dispute the existence of a settlement agreement.
Although the plaintiff agreed that the parties had reached an
agreement in principle, the record is unclear whether, and if
5 so, when and on what terms, the parties agreed to be bound. The
defendant contends that an enforceable agreement was reached on
June 10, 2024, when the plaintiff's counsel said that they had
"the framework of a deal," essentially consisting of a $10,000
payment and the delivery of family photographs and papers. At
that point, however, the parties had not confirmed, or even
discussed, what constituted family photographs and papers.
Indeed, in the very same message, the plaintiff's counsel
inquired as to the extent of the photographs and papers in the
defendant's possession.4
The plaintiff stated, through counsel, that she would need
to take a look at the production before signing an agreement.
Soon thereafter, the plaintiff had an opportunity to view the
photographs and documents and determined that they did not
comport with her expectation of what she would receive in
exchange for dismissal of the suit. Within two weeks of the
"framework of a deal" being struck, the plaintiff communicated
her intention not to settle on the terms initially discussed.
Nevertheless, almost two months later, the defendant sought to
enforce a written settlement agreement to which no assent
appears in the record.
4 The defendant initially represented that she had a "shoebox" full of photographs and no other family documents. Over time, additional photographs and family documents were disclosed.
6 Although the plaintiff's counsel characterized the
situation as one of "mutual mistake" or "failure of
consideration," his argument could reasonably be construed to be
that there was no meeting of the minds with respect to the
family photographs and documents. The judge determined that
"any mistake was unilateral and based on [the plaintiff's]
unconfirmed assumptions about what family photos [the defendant]
had" and that "a unilateral mistake does not void the settlement
agreement." Whether the judge was correct as a matter of law
depends on the factual questions of whether, at what point, and
on what terms the parties intended to be bound. We therefore
vacate the judgment of dismissal and remand this matter to the
trial court for further proceedings, which may include the
taking of additional evidence on the defendant's motion to
enforce settlement agreement, should the defendant choose to
pursue the motion.5
So ordered.
By the Court (Rubin, Shin & Singh, JJ.6),
Clerk
Entered: April 21, 2026.
5 The defendant's request for attorney's fees is denied.
6 The panelists are listed in order of seniority.