MEMORANDUM DECISION
Pursuant to Ind. Appellate Rule 65(D),                                  FILED
this Memorandum Decision shall not be                              Feb 08 2017, 8:52 am
regarded as precedent or cited before any
court except for the purpose of establishing                            CLERK
                                                                    Indiana Supreme Court
                                                                       Court of Appeals
the defense of res judicata, collateral                                  and Tax Court

estoppel, or the law of the case.


ATTORNEYS FOR APPELLANT                                  ATTORNEY FOR APPELLEE
David W. Stone IV                                        Michael D. Rogers
Stone Law Office & Legal Research                        Smith Fisher Maas & Howard
Anderson, Indiana                                        Indianapolis, Indiana
Michael W. Phelps
Nunn Law Office
Bloomington, Indiana



                                           IN THE
    COURT OF APPEALS OF INDIANA

Carisa Coffman,                                          February 8, 2017
Appellant-Plaintiff,                                     Court of Appeals Case No.
                                                         48A04-1608-CT-1975
        v.                                               Appeal from the Madison Circuit
                                                         Court
Theodore Brown, Toyota                                   The Honorable Angela Warner
Material Handling Midwest,                               Sims, Judge
Inc.,                                                    Trial Court Cause No.
Appellees-Defendants.                                    48C01-1311-CT-211




Bailey, Judge.




Court of Appeals of Indiana | Memorandum Decision 48A04-1608-CT-1975 | February 8, 2017     Page 1 of 9
                                          Case Summary
[1]   Carisa Coffman (“Coffman”) was involved in a motor vehicle collision with

      Theodore Brown (“Brown”) while he was working for Toyota Material

      Handling Midwest, Inc. (“Toyota Material”; collectively, “Toyota”). Coffman

      sued and, after mediation, the parties entered into a settlement agreement.

      Subsequent negotiations broke down concerning a release of liability as to

      Toyota, and Toyota sought an order to enforce the settlement agreement. The

      trial court granted the motion, and Coffman appeals.


[2]   We affirm.



                                                     Issue
[3]   Coffman raises a single issue for our review, which we restate as whether the

      trial court erred when it entered its order enforcing the settlement agreement.



                            Facts and Procedural History
[4]   Coffman and Brown were involved in a motor vehicle accident on July 10,

      2013. Brown was operating a vehicle in the course of his employment with

      Toyota Material.


[5]   On November 18, 2013, Coffman filed suit against Brown, Toyota Material (on

      a theory of respondeat superior), and United Farm Family Mutual Insurance

      Company (“United Farm”). On March 6, 2014, the parties stipulated to the

      dismissal of United Farm from the suit.

      Court of Appeals of Indiana | Memorandum Decision 48A04-1608-CT-1975 | February 8, 2017   Page 2 of 9
[6]   On January 23, 2014, Coffman moved the trial court for an order requiring the

      parties to mediate the case. The trial court entered a mediation order requiring

      mediation on January 24, 2014. A mediation was conducted on December 19,

      2014. During the mediation, the parties reached an agreement as to damages

      and other matters. The agreement was reduced to writing and signed by

      Coffman and Toyota, and provided:


              This case is settled for $17,500.00. Plaintiff agrees to pay Farm
              Bureau and Anthem liens as well as any other liens and hold
              Defendants harmless. Each party to pay one-half of mediation
              expense.


      (Appellee’s App’x at 39.)


[7]   Also on December 19, 2014, the mediator filed a mediation report with the trial

      court. The report informed the court that an agreement had been reached and

      that a joint motion to dismiss the case would be forthcoming.


[8]   After the mediation, Toyota submitted a check to Coffman’s counsel, and

      requested that the check not be deposited pending negotiation and signature of

      a release of liability as to Toyota. Coffman and Toyota negotiated the contents

      of a release. However, Coffman refused to agree to a term in the release that

      provided that Toyota denied liability and that the settlement payment was “not

      to be construed as an admission of liability on the part of any party.”

      (Appellant’s App’x at 43.) Negotiation on this and similar provisions continued

      for several months.



      Court of Appeals of Indiana | Memorandum Decision 48A04-1608-CT-1975 | February 8, 2017   Page 3 of 9
[9]    On May 19, 2015, Coffman filed a motion to set aside the settlement

       agreement. In her motion, Coffman argued that a mutually acceptable release

       was a condition precedent to the settlement agreement; or in the alternative that

       there was a mutual mistake of fact as to a material term of the settlement

       agreement, namely, “that Plaintiff would be presented with a mutually

       agreeable Release.” (Appellant’s App’x at 37.)


[10]   Toyota responded on May 29, 2015, arguing that the release was not a

       condition precedent of the settlement agreement, but was instead “a matter to

       be resolved after settlement” (Appellant’s App’x at 46), and there was no

       mutual mistake as to the release. On June 26, 2015, Toyota filed a

       supplemental response to Coffman’s motion, in which Toyota informed the

       trial court that Toyota was willing to remove the language concerning denial of

       liability and that Toyota had informed Coffman of this, but that Coffman had

       not responded. Toyota therefore requested that the trial court enforce the

       settlement agreement.


[11]   Coffman continued to oppose the enforcement of the agreement, arguing that

       Toyota’s argument was “the most illogical argument undersigned counsel has

       encountered in nearly 20 years in the practice of law” (Appellant’s App’x at 59),

       that contract law dictated that the settlement be set aside, and that Coffman had

       been damaged by the delay associated with the release negotiations. The trial

       court ordered mediation concerning the issue of the release and the motion to

       set aside the settlement agreement. Mediation was conducted on December 18,

       2015, but the parties could not reach an agreement.

       Court of Appeals of Indiana | Memorandum Decision 48A04-1608-CT-1975 | February 8, 2017   Page 4 of 9
[12]   On February 17, 2016, Toyota filed a motion seeking a hearing on its June 26,

       2015, request to enforce the settlement agreement. A hearing was scheduled

       and continued on several occasions. Finally, on June 7, 2016, the trial court

       conducted a hearing on Toyota’s motion to enforce the settlement. At the

       hearing’s conclusion, the trial court took the motion under advisement.


[13]   On July 29, 2016, the trial court entered its order granting Toyota’s motion to

       enforce the settlement agreement. This appeal ensued.



                                  Discussion and Decision
[14]   Coffman’s contention that the trial court erred when it granted Toyota’s motion

       to enforce the settlement agreement presents questions of contract law and

       settlement enforcement.


[15]   Indiana law strongly favors the enforcement of settlement agreements. Sands v.

       Helen HCI, LLC, 945 N.E.2d 176, 180 (Ind. Ct. App. 2011) (citing Georgos v.

       Jackson, 790 N.E.2d 448, 453 (Ind. 2003)), trans. denied. If a party agrees to

       settle a pending action but then refuses to carry out her obligations under the

       agreement, the opposing party may obtain a judgment enforcing the agreement.

       Georgos, 790 N.E.2d at 453.


[16]   Settlement agreements are governed by the same principles of contract law that

       apply to other agreements. Id. Our supreme court has held that these principles

       may apply in the setting of settlement agreements arising from mediations

       governed by our state’s Alternative Dispute Resolution Rules. Id. at 454-55.

       Court of Appeals of Indiana | Memorandum Decision 48A04-1608-CT-1975 | February 8, 2017   Page 5 of 9
       The interpretation of a contract is a function for the courts. Fackler v. Powell,

       891 N.E.2d 1091, 1095-96 (Ind. Ct. App. 2008), trans. denied. If the contract is

       unambiguous and the intent of the parties can be discerned from the written

       agreement, the court must give effect to the contract’s terms. Id. at 1096. In

       such cases, the terms of the contract are conclusive and we do not construe the

       contract or look to extrinsic evidence, but merely apply the contractual

       provisions. Id. “‘A court will not find that a contract is so uncertain as to

       preclude specific enforcement where a reasonable and logical interpretation will

       render the contract valid.’” MH Equity Managing Member, LLC v. Sands, 938

       N.E.2d 750, 758 (Ind. Ct. App. 2010) (quoting Conwell v. Gray Loon Outdoor

       Mktg. Grp., Inc., 906 N.E.2d 805, 813 (Ind. 2009)), trans. denied.


[17]   “[A] mere agreement to agree at some future time is not enforceable.” Wolvos v.

       Meyer, 668 N.E.2d 671, 674 (Ind. 1996). However,


               It is quite possible for parties to make an enforceable contract
               binding them to prepare and execute a subsequent final
               agreement. In order that such may be the effect, it is necessary
               that the agreement shall have been expressed on all essential
               terms that are to be incorporated into the document. That
               document is understood to be a mere memorial of the agreement
               already reached. If the document or contract that the parties
               agree to make is to contain any material term that is not already
               agreed on, no contract has yet been made; the so-called “contract
               to make a contract” is not a contract at all.


       Id. at 674-75 (quoting 1 Arthur Linton Corbin & Joseph M. Perillo, Corbin on

       Contracts § 2.8 at 133-34 (rev. ed. 1993) (footnotes omitted)). Whether an


       Court of Appeals of Indiana | Memorandum Decision 48A04-1608-CT-1975 | February 8, 2017   Page 6 of 9
       agreement is an enforceable contract or an unenforceable agreement to agree

       involves looking to 1) whether the parties had an intent to be bound, and 2) the

       definiteness of the terms of the agreement. Id. at 675.


[18]   Coffman contends that the trial court erred when it ordered enforcement of the

       settlement agreement of December 19, 2014. Coffman argues that “[i]t was

       improper for the trial court to require Coffman to treat the unagreed to [sic]

       release as being of no importance to the enforceability of the mediated

       settlement.” (Appellant’s Br. at 15.) Noting that Toyota here initially rejected

       but eventually conceded to a demand that a disclaimer of liability be stricken

       from the release that was the subject of the second mediation, Coffman argues

       that there was no agreement on the terms of the release and thus the settlement

       agreement was unenforceable. Coffman goes on to cite numerous cases that

       she contends support her position, and concludes that the court erroneously

       permitted Toyota to require a release, rendering a practical effect of “allowing

       the defendant to withhold the funds until Coffman signs their release.”

       (Appellant’s Br. at 22.)


[19]   Put another way, Coffman’s argument is that agreement on the terms of a

       release were essential terms of an agreement and, without release terms, there

       was no enforceable settlement agreement—there was, instead, merely an

       agreement to agree. We disagree.


[20]   The settlement agreement provided:




       Court of Appeals of Indiana | Memorandum Decision 48A04-1608-CT-1975 | February 8, 2017   Page 7 of 9
               This case is settled for $17,500.00. Plaintiff agrees to pay Farm
               Bureau and Anthem liens as well as any other liens and hold
               Defendants harmless. Each party to pay one-half of mediation
               expense.


       (Appellee’s App’x at 2.) This agreement, signed by both parties, establishes the

       essential terms of a settlement agreement: Coffman agreed to settle the case in

       exchange for payment of $17,500.00 and undertook to satisfy various insurance

       liens, with each party to pay one-half of the mediation costs and Coffman

       undertaking to hold Toyota harmless for the insurance and other liens. A

       settlement is “an agreement to terminate or forestall all or part of a lawsuit,”

       Ansert Mech. Contractors, Inc. v. Ansert, 690 N.E.2d 305, 307 (Ind. Ct. App. 1997)

       (quotation omitted), and thus settlement here requires dismissal of the case.1

       The agreement itself does not mention the necessity of a release, and there is no

       evidence that the release was a necessary term of the agreement—indeed, over

       the course of the litigation Toyota was willing to dispense with the language of

       the release to which Coffman had objected. Thus, as in MH Equity, there was a

       reasonable and logical interpretation of the settlement agreement within the

       four corners of the agreement. 938 N.E.2d at 758.


[21]   Further, the trial court did not order that Coffman execute a proposed release.

       Rather, the court ordered that the parties “submit a stipulation of dismissal

       within the next 60 days” of its order enforcing the settlement agreement



       1
        We note that the settlement agreement here, though enforceable, is very spare; a more detailed agreement
       might have foreclosed the present dispute entirely.

       Court of Appeals of Indiana | Memorandum Decision 48A04-1608-CT-1975 | February 8, 2017         Page 8 of 9
       (Appellant’s App’x at 13), with any subsequent release serving to memorialize

       the initial settlement agreement without adding substantial terms. See Wolvos,

       668 N.E.2d at 674-75. The court’s ordered remedy was squarely within the

       terms of the settlement agreement. Thus, both the trial court’s interpretation of

       the agreement and its order to enforce the agreement were not erroneous.



                                               Conclusion
[22]   The trial court did not err when it ordered the parties to submit a stipulation of

       dismissal in enforcement of the settlement agreement.


[23]   Affirmed.


       Najam, J., and May, J., concur.




       Court of Appeals of Indiana | Memorandum Decision 48A04-1608-CT-1975 | February 8, 2017   Page 9 of 9
