Leslie Davis v. Macy's Retail Holdings, Inc.
A16-1318
| Minn. Ct. App. | Jan 30, 2017Background
- In Feb 2014 Davis tripped near a Macy’s and sued Macy’s for negligence.
- Macy’s offered $5,000 to settle; Davis accepted and Macy’s sent a written release to sign.
- Davis negotiated removing a Medicare-affidavit provision, signed and notarized the release on March 1; the release contained a merger clause and no payment-timing term.
- Davis emailed that he needed the money by March 4 and later attempted to rescind after payment processing/delivery delays.
- Macy’s moved to enforce the written settlement and dismiss the complaint; the district court granted enforcement, finding the release integrated, unambiguous, and not subject to parol evidence.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether a contract was formed free of duress/coercion | Davis: pressured to sign, unequal bargaining power, urgency induced signing | Macy’s: negotiations were voluntary; Davis had time and bargaining ability | No duress; valid contract formed |
| Whether oral term requiring payment by March 4 is part of the contract | Davis: emails show parties agreed to payment by March 4 | Macy’s: written release is integrated; no timing term | Parol evidence excluded; no March 4 term enforced |
| Whether the written release is ambiguous for omitting "when/where/how" payment | Davis: silence on timing/method creates ambiguity | Macy’s: silence is not ambiguity; timing can be implied as reasonable | Release unambiguous; timing not essential term |
| Whether Macy’s breached or Davis may rescind for late payment | Davis: failure to pay by March 4 breached and justified rescission | Macy’s: no contractual deadline, performance within reasonable time | No breach; rescission denied |
Key Cases Cited
- Dykes v. Sukup Mfg. Co., 781 N.W.2d 578 (Minn. 2010) (settlement agreements are contracts)
- Voicestream Minneapolis, Inc. v. RPC Props., Inc., 743 N.W.2d 267 (Minn. 2008) (courts may summarily enforce clear settlement agreements)
- Sorensen v. Coast–to–Coast Stores, Inc., 353 N.W.2d 666 (Minn. App. 1984) (releases are generally presumed valid)
- St. Louis Park Inv. Co. v. R.L. Johnson Inv. Co., 411 N.W.2d 288 (Minn. App. 1987) (duress requires physical force or unlawful threats)
- Material Movers, Inc. v. Hill, 316 N.W.2d 13 (Minn. 1982) (parol evidence rule bars contradicting integrated writings)
- Denelsbeck v. Wells Fargo & Co., 666 N.W.2d 339 (Minn. 2003) (definition of contractual ambiguity)
- Liljengren Furniture & Lumber Co. v. Mead, 44 N.W. 306 (Minn. 1890) (when contract silent on time, performance is within reasonable time)
- Marso v. Mankato Clinic, Ltd., 153 N.W.2d 281 (Minn. 1967) (grounds for contract rescission)