268 So. 3d 1277
Miss.2018Background
- Plaintiffs Delie Shepard and Ashley Stowers sued their former lawyer Robert Germany and his firm for legal malpractice; they were represented by attorneys Michael Crowley and Edward Blackmon.
- After mediation the parties agreed on essential settlement terms by email, including that Plaintiffs would execute “Full and Complete Releases.”
- Germany’s proposed release expressly identified the Plaintiffs’ "attorneys" as "Releasors" and included an indemnity clause; it also contained signature blocks showing the attorneys’ names.
- Crowley and Blackmon refused to sign Germany’s proposed release language because they feared being treated as parties and exposed to personal liability or indemnity obligations; they offered alternative release language they would sign in form only.
- The circuit court granted Germany’s motion to enforce the settlement using Germany’s release language and ordered dismissal; the court required the attorneys’ signatures. Crowley and Blackmon appealed and the Mississippi Supreme Court consolidated the appeals.
Issues
| Issue | Plaintiff's Argument (Shepard/Stowers) | Defendant's Argument (Germany) | Held |
|---|---|---|---|
| Whether a settlement memorialized by emails is enforceable | Emails show meeting of minds on essential terms; releases depend on agreed form | Emails memorialize agreement; proposed release language should be enforced | Court: Emails reflected agreement on essential terms; settlement existed |
| Whether the circuit court could require Plaintiffs’ attorneys to sign releases naming them as releasors | Attorneys argued signature would make them parties subject to liability/indemnity and they never agreed to that | Germany insisted on specific release language naming attorneys as releasors and requiring their signatures | Court: Requiring attorneys to sign language that could make them releasors was an abuse of discretion; attorneys are not parties and should not be forced to sign |
| Whether courts may supply omitted reasonable terms to enforce settlements | Plaintiffs: Court can supply reasonable omitted terms but should not add terms making non-parties liable | Germany: Release language proposed by counsel is part of the agreed settlement and should be supplied/enforced | Court: Courts may supply reasonable omitted terms, but cannot impose terms that make non-parties subject to judgment |
| Whether judgment can be enforced against non-parties (attorneys) named as releasors | Plaintiffs: Judgment may not be enforced against non-parties; attorneys were never parties to suit | Germany: Inclusion of attorneys in release was proper and enforceable | Court: A judgment may not be enforced against persons who are not parties; forcing attorneys to sign was improper |
Key Cases Cited
- Ill. Cent. R.R. Co. v. Byrd, 44 So. 3d 943 (Miss. 2010) (abuse-of-discretion review of motions to enforce settlement agreements)
- McManus v. Howard, 569 So. 2d 1213 (Miss. 1990) (settlement agreements are contracts and are enforceable)
- Hastings v. Guillot, 825 So. 2d 20 (Miss. 2002) (settlement requires a meeting of the minds)
- Duke v. Whatley, 580 So. 2d 1267 (Miss. 1991) (courts may supply reasonable omitted terms in contracts)
- Commercial Bank of Magee v. Evans, 112 So. 2d 482 (Miss. 1927) (judgment may not be enforced against persons who are not parties)
- A1 Fire Sprinkler Contractors, LLC v. B.W. Sullivan Bldg. Contractor, Inc., 217 So. 3d 731 (Miss. Ct. App. 2017) (same principle regarding enforcement against non-parties)