*1 MICHAEL DAMBROWSKI, Appellant,
Plaintiff and v. CHAMPION CORP., INTERNATIONAL Respondent.
Defendant
No. 01-806.
29,May
on
Submitted
Briefs
2003.
September
Decided
For LLP, Whitney, & Falls. Great Halverson, Sheehy & Sheehy, Amicus Patrick R.
For Curiae: Plath, P.C., Billings. Opinion of the Court.
JUSTICE LEAPHART delivered the Dambrowski filed a motion to enforce Appellant Michael Court, a settlement the Fourth Judicial District terms of County. Corp. Respondent Champion International Missoula obligation to (Champion) subsequently satisfied its settlement Dambrowski, however, requested assessment Dambrowski. days the date of forty-five elapsed interest which between Champion finally paid its settlement settlement and the date for obligation. request Court denied Dambrowski’s District interest, appeals. judgment affirm the and Dambrowski We District Court. appeal restate the issue on as follows: We sole that, concluding the facts of err in Did District Court not case, forty-five complete days a settlement
unreasonable?
FACTUAL AND PROCEDURAL BACKGROUND 1994, 7, On September complaint Michael Dambrowski filed a against Champion, Adjusters, Inc., Carol Compensation Posterino. subsequently against Compensation Dambrowski settled his claims Adjusters, Inc., 2001, and Carol Posterino. On March Dambrowski reached Champion. negotiating a settlement with agreement, Champion settlement Dambrowski and did not discuss or agree particular completion on deadline for performance and ofthe agreement. settlement 9,2001, On April Dambrowski filed motion to enforce the terms
of his Champion. with Dambrowski also requested per day interest the amount of each day $21.92 for which elapsed between the date of Champion settlement and the date ultimately satisfy its obligation. Champion satisfied its obligation April 17, on On August 2001. denying District Court issued an order request Dambrowski’s days forty-five interest on March elapsed between April timely appeal. Dambrowski filed a OF STANDARD REVIEW *3 interpretation question ¶6 The construction and of a contract is a Fritz, of Ophus 251, 19, law for the court to decide. v. 2000 MT 301 ¶ 447, 19, 1192, Mont. 11 P.3d 19. We a district ¶ review court’s ¶ of law for Ophus, conclusions correctness. 19. ¶ given length of a question whether of time is can ¶7 be question law, either a of fact or a of question depending upon the surrounding Dunjo Co. circumstances. Land v. Hested Stores Co. (1973), 87, 90,515 961, 962; P.2d 163 Mont. State v. Board of Comm’rs (1930), 37, 1. a findings 89 Mont. 296 P. We review district court’s of they fact clearly Knight to ascertain whether are erroneous. Daines v. (1995), 904, Mont. finding clearly 269 906. A evidence, erroneous if is not if the trial supported substantial court evidence, the effect of the or if our misapprehended review committed. Marriage record convinces us that a mistake has been of Kovarik, 350, 1998 MT P.2d ¶ ¶ ¶
DISCUSSION concluding that, Did District err in under the facts of the Court case, forty-five days complete not to a settlemént was unreasonable? agreements previously has determined that settlement This Court Kienas v. law. See provisions the of contract contracts, subject to
are case, 1, 2. instant 325, 328, 624 P.2d Peterson (1980), Mont. undisputed. Champion are the terms of sign $80,000.00, agreed to and Dambrowski pay to Dambrowski undisputed that However, it is also claims form. a standard release of agree particular on did not discuss or Champion and Dambrowski agreement. of the settlement performance completion and deadline (1999), addresses situations where 28-3-601, MCA Section or other specified not in a contract performance the time of obligation, provides: required an act to performance of specified
If no time is If the act is its reasonable time is allowed. performed, (for instantly example, if it consists capable being of done nature immediately money only), of it must be being exactly ascertained. upon thing to be done obligation sole Champion’s asserts that because Dambrowski $80,000.00, Champion pay him under the settlement was to 28-3-601, obligation its required perform MCA was immediately. alleges therefore that he was entitled Dambrowski commencing day after the unpaid money recover interest on the performance its Champion reached. counters that settlement was of more than “the under the settlement consisted “capable done money only,” and therefore was not (1999). Champion MCA instantly,” contemplated as in § $80,000.00, it was paying contends that in addition to Dambrowski (1) mutually release of claims form prepare agreeable required to: (2) Champion submit stipulation for dismissal of case. feasible, not its performance instant was maintains that because therefore, District required, not performance immediate during interest refusing Dambrowski Court did not err award necessary complete for it “reasonable time” passage asserts agreement. Champion further performance of the settlement completion for its forty-five days was a “reasonable time” that performance. obligation under the First, Champion’s we conclude because *4 just of more than agreement consisted obligation its Champion perform
money, it was not feasible (1999), Champion 28-3-601, MCA Therefore, pursuant instantly. its complete period time which allowed a reasonable however, whether, under reach, is must question we performance. concluding forty- that case, the District Court erred
the facts of this 222 days
five was a reasonable time. The ideal would forge be for us to a hard and fast alerting rule litigants that, in all situations in agreement is silent as to the performance, date of time” “reasonable completion of obligations one’s settlement is “x” days. number of However, simple. it is not that If the terms of the settlement at hand fairly routine, are may only be that 7 to 10 days are needed for all terms accomplished. to be If the details of the complex, are more may more time required. Unfortunately, way there is no we can fashion a one-size-fits-all time” period “reasonable every takes into account or variable contingency a settlement may incorporate. As this Court stated in v. (1988), Walters Getter 232 Mont. (citing 576-77 Henderson v. Daniels 373-74, “ 967):
P.
time’
‘Reasonable
is defined to be so much time as is
necessary, under
circumstances,
conveniently
to do
what
duty
contract or
requires should be
a particular
Further,
done in
case.”
“When the facts
clearly
are
established or are admitted or undisputed,
the question of what is a reasonable time
Walters,
is one of law.”
Mont. at
time” does not bright-line lend itself to a definition. Reasonableness hinges upon the underlying circumstances, factual which, vary in turn from Thus, case to case. we conclude that the question of whether a party has obligations its a settlement within a “reasonable time” must be assessed a district court on a case-by-case basis, taking into account the matters that need to be accomplished before a settlement can be finalized. addressing question law, this the District Court reasoned as
follows:
The amount of accruing 3,2000, time April between March 17,2000, days. or 45 Certainly, delay important and caused concern to Plaintiff and his counsel, although it seems to the Court inappropriate given award interest in this matter fact that there was never question that the settlement had been reached and that the documents being processed. were This Court does not mean to open-ended allow for resolution of cases and believes that they should be resolved within case, given issues, amount of time. In this complexity encountered, days difficulties is not an excessive time. We hold that District Court was not incorrect *5 a forty-five days was case, that facts of this concluding, under the of time. amount reasonable is no need to overrule there protestations, dissent’s Despite the Company (1993), 257 Mont. v. Ford Motor Hetherington in
our decision whether, in Hetherington dealt with the issue of meeting of the a agreement, there was signed of a written the absence The Court agreement. binding a to form minds sufficient elements minds as to the material meeting a of the held that there was case, present Unlike the thus it was enforceable. agreement, and of the and, reason, for that performance time of no issue as to the there was 28-3-601, MCA. The requirements address the § the Court did not point particular minds at a meeting a of the that there has been fact only act; money is the necessarily payment of not mean in time does instantly; or that it must be it done capable that typical the immediately. See MCA. The fact that money is payment of contemplates more than the mere court, acting Hetherington that by the Court’s statement evidenced by ruling simple that a grant specific performance equity, “can executed, the form of which Hetherington’s all claims be release of Hetherington, prejudice.” with approve, and dismiss lawsuit money If were the P.2d at 1043. 257 Mont. at specific court to order issue, be no need for a only act at there would Hetherington’s holding as to the release and dismissal. performance of with our enforceability does not conflict meeting of the minds and 28-3-601, MCA, parties a reasonable allows herein that § conclusion the contract. perform time to will holding that “reasonableness” Finally, apparent as is from our case, we cannot over- particular facts of each
generally hinge upon performance negotiating a date of parties’ of the importance state the agreeable mutually agreement. With reaching a settlement when pre- if know when and will target performance, date for accrue, they prospect can avoid begin to judgment interest will for them. making the decision and cost of a court District Court is reasons, judgment foregoing For the affirmed. GRAY, and DISTRICT JUSTICE WARNER
CHIEF JUSTICE WATTERS, REGNIER concur. sitting for JUSTICE JUDGE dissents. JUSTICE COTTER the Court’s through 15 of everything that is said ¶ I concur in dissent, in 17.1 contained ¶ the Court’s observations
Opinion, and with case, that, given the facts of conclusion however, from the Court’s the District Court did not err in concluding forty-five days was a amount of time for completion of Champion’s obligations. As indicated at all that was required ¶ of Champion here, in addition to settlement, preparation was the of a mutually agreeable release and submission of stipulation lawyers know, dismissal. As all garden there are variety forms of release utilized virtually every lawyer defense in the business. Where there are no complications settlement, inherent in the here, there were none preparation of such a requires release little more than the insertion the form release of the identities of the *6 parties and the amount settlement, of the and the execution of the “print” stipulation function. The for equally dismissal is simple to prepare. Delivery and execution of these documents can be in done one day, by mail, or if days several at most. The Court points that,
¶22 out at 13 where ¶ the settlement at hand is “fairly routine,” only seven to ten days may be needed for all terms of the settlement accomplished. agree I completely with this statement. I that, would conclude us, the case before as well as in other cases exchange where the of a basic stipulation release and dismissal is all that contemplated is payment other than the money, of days ten is a more than reasonable time within which to conclude a I settlement. would therefore reverse the District Court’s determination that 45 days was a reasonable time for performance, and would hold that began interest to accrue on the unpaid settlement upon amount expiration the of ten days from the date the settlement agreement was reached. I dissent from our refusal to do so.
JUSTICE dissenting. RICE I dissent from the holding. ¶23 Court’s I concur with Justice Cotter’s discussion, excepting only her days conclusion that 10 was a reasonable performance time for of the settlement herein. correctly ¶24 Court notes that determination of a “reasonable time” for purposes 28-3-601, MCA, of dependent is upon unique the Here, circumstances of each case. parties the entered the 3,2001, and, on March part discussions, as of their notify the settlement, District Court of the cancel pre-trial the final conference 5, 2001, scheduled for March and well, cancel the trial as which was set done, for March 2001. This was and the District Court vacated settings. these Because the entered contemplated here resolution of
trial issues the date, and cancellation of the associated trial it would
225 time of reasonable, specify failure to the given the have been time completed no later than the the settlement to be performance, for purpose begin. That was the trial was scheduled by resolving issues trial. necessity of settlement-to alleviate gone to trial on March settlement, would have But for the day April until interest from that 30,2001.1 reverse assess ultimately made. payment when JUSTICE NELSON dissents. case existing and our suggest Legislature I that the respectfully us. already answered the issue before
law have provides: MCA Section If no time is specified. Time of when not performance required performed, of an act to be specified performance If is in nature capable time is allowed. the act its instantly (for example, payment it consists in the done if money only), immediately thing upon it must be added). being exactly (Emphasis be done ascertained. parties agreeing specific Absent the to a date of then, statute, under this payable “immediately”-i.e,
due and as soon as settlement is reached. begs question: That “When is there a settlement?” This Court’s Hetherington v. Ford Motor Co. decision Hetherington, 1039, provides P.2d the answer. In we held that a offer, if an “agreement binding made unconditional accepted unconditionally.” Hetherington, Mont. at P.2d at 1042. *7 Hetherington Importantly, Court ruled that settlement did not written,
require written, signed agreement signed or release to be a binding. Specifically, the Court stated: agreed
The
of the
are those disclosed and
to
intentions
A
latent
intention not to be
negotiations.
party’s
the course of
contract. Such
binding
of a
prevent
does not
the formation
bound
condition,
signed,
part
must he
that it will not he
until
effective
Oljar
See Hanson v.
agreement
parties.
between
of
187, 190; Hunt v. S Y Cattle Co.
277,
752 P.2d
added).
594, 606, 609,
(Emphasis
track (1) settlement, amount of agreement [t]he were two: settlement (2) Hetherington, Mont. claims.” $185,000; [t]he and release of all at 849 P.2d at As “[s]uch the Court stated: material elements are capable of carried into effect and will not violate the intentions parties .’’ Hetherington, 400, 849 257 Mont. at P.2d Similarly, at 1043. in the case at bar the terms of settlement agreement undisputed. Champion agreed are pay Dambrowski $80,000 and sign Dambrowski a standard release of claims Hetherington, form. Under point-there settlement occurred at that an unconditional offer of settlement accepted which was unconditionally. agreement Since there was no as payment date for the
(performance) of the payment money settlement and since the is involved, 28-3-601, MCA, requires payment performed to be § “immediately”-i.e., And, on the date of settlement. the fact that there written, was no signed or signed written release (Moreover is consequence Hetherington. of no under absolutely it is consequence no that Champion figure couldn’t out account to take money the settlement from-that problem entirely). is its The resolution of the appeal simple. nothing issue on is It involves applying more than MCA Hetherington. and Since there § was no as to when settlement would be (paid), this statute and our require decision be made on date settlement. On that date-here March right 2001-Dambrowski’s to recover the settlement sum became vested and, 27-1-211, MCA, under he was entitled to interest on the settlement sum from and after that date. There no impose reason for this Court to “reasonableness”
requirement Moreover, on the time for payment ofthe settlement here. majority approach going henceforth, if the to be the rule then the Hetherington, Court should overrule as that decision is inconsistent majority’s However, with the holding. majority since the refuse to do wary practitioner during that the will now be well advised to secure (a) negotiations agreement point as to: at which the enforceable-i.e., negotiations become on oral as Hetherington, only writing when the is reduced to executed, and only precedent; or on the occurrence of other conditions (b) the date on which will made and conditions (c) precedent payment; the date on and rate at which interest Indeed, hereafter, begin party being paid. will to accrue in favor of the negotiations by one might be well advised to conduct settlement letter thereof, negotiations agreements, so that a record of the or lack preserved. will be *8 I for a much rule and one based on the law as opt simpler would already Here, exists. could have as to when the they not, existing was to be made. Since did
statutory jurisprudential default scheme controls. I adopt require Champion pay that rule and would 3,2001.1 Dambrowski interest from and after March dissent from our failure to do so.