J.H. v. Brown
331 S.W.3d 692
| Mo. Ct. App. | 2011Background
- J.H. sued Brown for breach of contract to enforce a settlement of sexual assault claims.
- Brown, under contract with the Royals, faced settlement negotiations initiated by J.H. via a January 23, 2007 demand letter offering $575,000.
- Mediation occurred March 6, 2007; later communications sought to memorialize a settlement.
- March 26, 2007 offer outlined six terms, including confidentiality and payment deadlines.
- March 30, 2007 Brown responded with conditional acceptances, rejecting a liquidated-damages provision and requiring precise confidentiality language.
- April 2–12, 2007 exchanges produced multiple drafts; the parties never reached agreement on the essential confidentiality term, and litigation readiness continued.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Was there an enforceable settlement agreement? | J.H. contends all essential terms were agreed. | Brown conditioned and refused essential terms, preventing a meeting of the minds. | No enforceable settlement; essential terms unresolved. |
| Did Brown’s March 30, 2007 response constitute mirror-image acceptance? | April 2 communication implied acceptance of terms. | March 30 response was a counter-offer with unresolved essential terms. | No mirror-image acceptance; terms remained unsettled. |
| Were the confidentiality provisions an essential term of settlement? | Confidentiality was not essential to form a contract. | Precise confidentiality language was essential due to Brown’s contracts and privacy concerns. | Yes, confidentiality language was essential; disagreement precluded contract formation. |
| Did subsequent drafts fix the essential term and form a binding agreement? | Final offers reflected mutual intent to settle. | Continued negotiations showed no final agreement on all terms. | No binding agreement; continued negotiations failed. |
Key Cases Cited
- Pride v. Lewis, 179 S.W.3d 375 (Mo.App. W.D.2005) (mirror-image acceptance required for settlement contracts)
- Vulgamott v. Perry, 154 S.W.3d 382 (Mo.App. W.D.2004) (must have agreement on essential terms)
- Crestwood Shops, LLC v. Hilkene, 197 S.W.3d 641 (Mo.App. W.D.2006) (what is said and done determines offer acceptance)
- Gateway Exteriors, Inc. v. Suntide Homes, Inc., 882 S.W.2d 275 (Mo.App. E.D.1994) (meeting of the minds shown by intention expressed in words/acts)
- Nelson v. Baker, 776 S.W.2d 52 (Mo.App. E.D.1989) (once an offer is rejected, it cannot be accepted later)
- Arrowhead Contracting, Inc. v. M.H. Washington, L.L.C., 243 S.W.3d 532 (Mo.App. W.D.2008) (enforceable contract requires mutual assent to all essential terms)
- Tessler v. Duzer, 309 S.W.2d 1 (Mo.App.1958) (certain terms designated as essential factors become necessary for contract )
- Juvenile Officer v. T.S., 925 S.W.2d 486 (Mo.App. E.D.1996) (clear and convincing evidence standard for settlement enforcement)