Cambridge Decision Science v. Markman Capital Insight Llc, 74774-6

Markman (president of Markman Capital Insight, MCI) and Thomas (doing business as Cambridge Decision Science, CDS) negotiated a settlement and mutual release after MCI terminated a joint business (Gemini).
Thomas sent a proposed written Settlement Agreement and Mutual Release dated October 15, 2015; Markman struck and initialed language in paragraph 3 concerning customer/email list and returned the document with an explanatory email (a clear counteroffer).
The parties exchanged multiple emails over several days; Thomas repeatedly conditioned acceptance on verification of certain email addresses and other confirmations, and made counteroffers; Markman never accepted those conditions.
CDS sued to enforce the alleged settlement for $95,000; the trial court granted CDS’s motion to enforce the settlement, dismissed MCI’s counterclaims/third‑party claims, and entered judgment for CDS.
The Court of Appeals reviewed de novo, found no objective mutual assent to the material term (customer/email verification), held no enforceable settlement agreement existed, and vacated the enforcement and dismissal of MCI’s claims; because the release was conditioned on a valid settlement, the release was ineffective.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether a binding settlement agreement was formed	CDS: The parties executed and signed the Oct. 15 documents so settlement is enforceable	Markman: His strikeout/initial constituted a counteroffer; parties never agreed on material email/customer terms	Held: No—no objective mutual assent to all material terms (customer/email verification was material); no contract formed
Whether Markman’s modification was accepted	CDS: Acceptance of the modified document concluded the matter	Markman: Thomas never accepted the counteroffer; his replies were further counteroffers/conditions	Held: Markman’s modification was not accepted; Thomas’s responses show continued negotiation, not acceptance
Whether the mutual release independently discharged claims	CDS: Release and integration clause show full release of claims	Markman: Release was expressly conditioned on a valid settlement agreement	Held: Release ineffective because it was conditioned on an enforceable settlement that did not exist; MCI’s claims were wrongly dismissed
Whether an evidentiary hearing was required before enforcement	CDS: Trial court properly enforced on the written record	MCI: If factual disputes exist, court must hold hearing	Held: Court did not decide this issue (unnecessary given no contract); noted summary‑judgment‑like review applies

P.E. Sys., LLC v. CPI Corp., 176 Wn.2d 198 (settlement formation requires objective mutual assent)
Condon v. Condon, 177 Wn.2d 150 (motion to enforce settlement treated like summary judgment; movant must show no genuine dispute)
Keystone Land & Dev. Co. v. Xerox Corp., 152 Wn.2d 171 (offer and acceptance framework for contract formation)
Sea-Van Invs. Assocs. v. Hamilton, 125 Wn.2d 120 (acceptance must be identical to offer)
Rorvig v. Douglas, 123 Wn.2d 854 (modification that changes terms is counteroffer, not acceptance)