                          STATE OF MICHIGAN

                            COURT OF APPEALS



ROBERT STANCIEL,                                                     UNPUBLISHED
                                                                     February 13, 2018
               Plaintiff-Appellant,

v                                                                    No. 336013
                                                                     Ingham Circuit Court
USA LAND GLOBAL LLC, doing business as                               LC No. 15-000723-NO
PRISM HOTELS AND RESORTS, USA
RESORTS AND HOTELS GROUP B, LLC,
RAMADA LANSING HOTEL AND
CONFERENCE CENTER, RAMADA, and
WYNDHAM WORLDWIDE,

               Defendants-Appellees.


Before: RONAYNE KRAUSE, P.J., and FORT HOOD and O’BRIEN, JJ.

PER CURIAM.

        Plaintiff appeals as of right the trial court’s order dismissing this case after determining
that the parties failed to reach a binding settlement agreement. We affirm.

         Plaintiff’s complaint alleges that he fell while getting into a hot tub at the Ramada Hotel
in Lansing, Michigan, “because the support bar leading into the hot tub broke.” Plaintiff filed
this action against five named corporate defendants, alleging claims for negligence and premises
liability. Defendants filed a motion for summary disposition, asserting that none of the named
defendants were a proper party defendant who owned or operated the Lansing Ramada Hotel.
The trial court agreed to grant defendants’ motion and dismiss all of the named defendants, but
in lieu of dismissing the complaint, the court gave plaintiff 30 days to amend his complaint to
name the proper defendant.

        Defendants submitted a proposed order under the 7-day rule, MCR 2.602(B)(3). Plaintiff
thereafter filed objections to defendants’ proposed order, and a notice of hearing, but for reasons
unclear from the record, a hearing was not held. Before that matter was resolved, plaintiff and
defendants purportedly agreed to settle the case. However, when plaintiff delayed in signing and
returning the submitted settlement documents, defendants filed a motion to enforce the purported
settlement or dismiss the case in accordance with the court’s prior ruling. Plaintiff thereafter
returned the signed documents to defendants, but unilaterally crossed out language in a Medicare
addendum. The trial court thereafter determined that the disagreement over the Medicare

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language showed that the parties did not reach a binding agreement. Accordingly, the court
refused to enforce the purported agreement. Instead, observing that plaintiff had taken no action
toward identifying and naming the proper defendant, the court dismissed the case in accordance
with its earlier ruling.

        Plaintiff argues on appeal that the trial court erred in determining that the parties failed to
reach a binding settlement and in dismissing the case. We disagree.

        This Court reviews issues of contract interpretation de novo. Archambo v Lawyers Title
Ins Corp, 466 Mich 402, 408; 646 NW2d 170 (2002). Dismissal of a case for failure to comply
with a trial court’s order is reviewed by this Court for an abuse of discretion. Maldonado v Ford
Motor Co, 476 Mich 372, 388; 719 NW2d 809 (2006); MCR 2.504(B)(1). A court does not
abuse its discretion when its decision is within the range of “reasonable and principled
outcome[s].” Id. (citation omitted).

        A valid contract must include an offer and acceptance, as well as “mutual assent or a
meeting of the minds on all essential terms.” Kloian v Domino’s Pizza LLC, 273 Mich App 449,
452-453; 733 NW2d 766 (2006). Acceptance must be “unambiguous and in strict conformance
with the offer” or no contract is formed. Id. quoting Pakideh v Franklin Commercial Mtg
Group, Inc, 213 Mich App 636, 640; 540 NW2d 777 (1995). A settlement agreement is a
contract governed by the same legal principals of construction and interpretation. Walbridge
Aldinger Co v Walcon Corp, 207 Mich App 566, 571; 525 NW2d 489 (1994). However, even if
a settlement agreement for pending litigation meets all of the requirements of contract law, it
“will not be enforced unless the agreement also satisfies the requirements of [former] MCR
2.507(H) [now MCR 2.507(G)].” Kloian, 273 Mich App at 456. MCR 2.507(G) provides:

              An agreement or consent between the parties or their attorneys respecting
       the proceedings in an action is not binding unless it was made in open court, or
       unless evidence of the agreement is in writing, subscribed by the party against
       whom the agreement is offered or by that party’s attorney.

        Plaintiff argues that the unilaterally crossed out clause in the Medicare addendum was not
an essential term of the settlement agreement, so there was still a “meeting of the minds on all
the essential terms.” Kloian, 273 Mich App at 453. However, defendants asserted that this
clause was necessary to protect them from liability for the known Medicare lien. Defendants
were not willing to agree to a settlement without this clause. Defendants’ counsel had
specifically told plaintiff’s counsel to “let [counsel] know if you have any problem with any
wording in these documents,” and instead plaintiff unilaterally crossed out the clause and
returned the documents to defendants’ counsel without discussion. The disagreement over this
term of the settlement means that plaintiff’s acceptance was not “unambiguous and in strict
conformance with the offer” as required by contract law, and that no meeting of the minds
occurred. Pakideh, 213 Mich App at 640. Therefore, the trial court did not err in concluding
that there was no meeting of the minds, and accordingly, no valid settlement agreement.

        Additionally, the settlement was not in conformity with MCR 2.507(G), and thus could
not be upheld. Kloian, 273 Mich App at 456. MCR 2.507(G) requires the agreement to be “in
writing, subscribed by the party against whom the agreement is offered or by that party’s

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attorney.” MCR 2.507(G). The agreement as signed by plaintiff and unilaterally altered by
plaintiff was never subscribed to in writing by defendants or defendants’ counsel, so it cannot be
enforced. Kloian, 273 Mich App at 456. Plaintiff argues that defendants acknowledged the
existence of a settlement because their motion sought to enforce the settlement. However,
defendants filed their motion before plaintiff unilaterally modified the Medicare addendum.
Thus, the filing of the motion did not confirm that defendants subscribed to the agreement as
signed and altered by plaintiff.

         The trial court determined that dismissal should follow as a consequence of there being
no enforceable settlement agreement. That decision was also based on the court’s earlier ruling
that plaintiff had not established that any of the named defendants were a proper party defendant
to this action. Plaintiff has not challenged that ruling and did not otherwise show that any of the
named defendants were indeed a proper party defendant. On this record, we are satisfied that the
trial court’s decision to dismiss the case fell within the range of “reasonable and principled
outcome[s].” Maldonado, 476 Mich at 388. Therefore, the trial court did not abuse its discretion
in dismissing the case.

       Affirmed.



                                                            /s/ Amy Ronayne Krause
                                                            /s/ Karen M. Fort Hood
                                                            /s/ Colleen A. O'Brien




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