MH Equity Managing Member, LLC v. Sands
2010 Ind. App. LEXIS 2242
| Ind. Ct. App. | 2010Background
- Sands, Wisconsin resident, sued MH Equity, MH Equity Managing Member, and related entities in Wisconsin (Nov 3, 2008) seeking a portion of assets, including a 20% interest in MH Equity.
- Managing Member filed Indiana action (Jan 30, 2009) alleging Sands breached fiduciary duties as counsel and seeking disgorgement of $170,000 in fees.
- Nov 23–24, 2009: parties exchanged settlement proposals; Sands would dismiss Wisconsin claims with prejudice in exchange for dismissal of Indiana claim with prejudice against Sands.
- Discussions produced draft stipulations and releases; disagreements arose over signature blocks for Menard defendants and the scope of releases; MH Equity sought a mutual release but modifications followed.
- Dec 2009–Feb 2010: various drafts and communications; Wisconsin court ultimately enforced a settlement that Sands dismisses Wisconsin claims with prejudice, and Indiana case was to be dismissed per the agreement; Indiana court later enforced dismissal with prejudice of Sands against MH Equity and of MH Managing Member against Sands.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether Indiana comity analysis improperly extended by the trial court | Managing Member argues comity was misapplied to treat Wisconsin ruling as controlling. | Sands argues comity arises to respect Wisconsin decision and avoid relitigating issues. | Comity analysis not reversible; trial court properly respected Wisconsin ruling without error. |
| Whether a valid settlement existed and was enforceable | There was no mirror-image acceptance; only a counteroffer with mutual releases, thus no enforceable contract. | Parties settled essential terms (dismissals with prejudice) and intended mutual releases; later documents memorialized those terms. | An enforceable settlement contract existed; dismissal with prejudice and mutual releases were contemplated and binding. |
Key Cases Cited
- Shell Oil Co. v. Meyer, 705 N.E.2d 962 (Ind. 1998) (collateral estoppel/issue preclusion framework in Indiana)
- American Economy Ins. Co. v. Felts, 759 N.E.2d 649 (Ind.Ct.App.2001) (comity as discretionary courtesy between states)
- George S. May Int'l Co. v. King, 629 N.E.2d 257 (Ind.Ct.App.1994) (comity and avoidance of conflicting results)
- Illiana Surgery & Medical Center, LLC. v. STG Funding, Inc., 824 N.E.2d 388 (Ind.Ct.App.2005) (contract formation and intent to be bound; essential terms sufficiency)
- Wolvos v. Meyer, 668 N.E.2d 671 (Ind.1996) (defining definiteness of terms in contract enforcement)
- Batchelor v. Batchelor, 853 N.E.2d 162 (Ind.Ct.App.2006) (settlement enforcement principles under Indiana law)
- Conwell v. Gray Loon Outdoor Marketing Group, Inc., 906 N.E.2d 805 (Ind.2009) (contract terms and enforceability; memorialization of agreements)
- Estate of Skalka v. Skalka, 751 N.E.2d 769 (Ind.Ct.App.2001) (contract requirements and enforceability in settlement context)