Chilkoot Lumber Co. v. Rainbow Glacier Seafoods, Inc.
252 P.3d 1011
| Alaska | 2011Background
- Rainbow Glacier Seafood leased land and a dock from Chilkoot Lumber to house Rainbow's fish-processing equipment; Rainbow allegedly abandoned equipment or was locked out; Chilkoot sued for unpaid rent, liquidated damages, and storage costs with a lien claim in April 2003; settlement conference in April 2005 resulted in an oral settlement requiring Rainbow to pay $12,500 by June 1, 2005 and substantially remove equipment by May 15, 2005; a written memorialization was prepared but Rainbow did not sign it; Rainbow did not remove the equipment and the court did not sign the order; Chilkoot later sought enforcement.
- Rainbow moved to enforce in 2006 after negotiations attempted to reset deadlines; the court ordered a 45-day removal deadline; Rainbow requested enforcement with civil contempt sanctions; sanctions of $1,000 per day were imposed for 69 days; on appeal, the court reverses the denial of enforcement of the original settlement and reverses the sanctions tied to the modified order.
- The court held the 2005 oral settlement was enforceable even without Rainbow's signature on the written memorial; the attempted “re-keying” of deadlines did not create a valid modified agreement; the modified deadlines were invalid, and the sanctions based on that order do not survive the reversal.
- The decision directs enforcement of the original settlement; the civil contempt sanctions tied to the modified order are reversed.
- The case discusses the nature of civil versus criminal contempt, concluding the sanctions were civil and do not survive the reversal of the underlying order.
- There is a dissenting opinion partially agreeing that mutual rescission or estoppel defenses could be considered on remand.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the 2005 oral settlement was enforceable without a signed writing | Chilkoot argues the on-record oral agreement was enforceable | Rainbow contends the lack of Rainbow's signature precludes enforcement | Yes; enforceable despite lack of Rainbow's signature |
| Whether the court could modify the original settlement by resetting performance deadlines | Chilkoot did not abandon the original terms; modification possible only by agreement | Rainbow sought different deadlines; no valid agreement to modify | No valid modification; original terms enforceable on remand |
| Effect of attempted renegotiation on enforceability | Renegotiation did not extinguish the original contract | Renegotiation reflected mutual intent to change terms | Original contract remains enforceable; renegotiation did not replace it |
| Sanctions for civil contempt survive reversal of underlying order | Rainbow seeks sanctions tied to the order; Chilkoot seeks relief | Civil sanctions do not survive reversal of underlying order | Sanctions do not survive; reversed along with the modified order |
Key Cases Cited
- Copper River Sch. Dist. v. Traw, 9 P.3d 280 (Alaska 2000) (triable questions on contract formation: standard of review for factual disputes)
- Smith v. Cleary, 24 P.3d 1245 (Alaska 2001) (settlement enforcement treated as contract enforcement; writing not always required as memorialization)
- Pavek v. Curran, 754 P.2d 1125 (Alaska 1988) (superior court's authority to enforce settlement; limits on discretion/authority)
- Rice v. Denley, 944 P.2d 497 (Alaska 1997) (discretion/authority to enforce on-record settlement; respect for terms)
- Sprucewood Inv. Corp. v. Alaska Hous. Fin. Corp., 33 P.3d 1156 (Alaska 2001) (enforcement meaning of terms; settlement context)