Chantey Music Publ'g, Inc. v. Malaco, Inc
| Docket Number: | 2004-CA-01581-SCT | |
| Supreme Court: | Opinion Link Opinion Date: 12-01-2005 Opinion Author: Carlson, J. Holding: Affirmed |
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| Additional Case Information: |
Topic: Contract - Settlement agreement - Unconscionability - Meeting of the minds Judge(s) Concurring: Smith, C.J., Waller and Cobb, P.JJ., Easley, Dickinson and Randolph, JJ., Non Participating Judge(s): Diaz, J. Concurs in Result Only: Graves, J. Procedural History: Bench Trial Nature of the Case: CIVIL - CONTRACT |
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| Trial Court: |
Date of Trial Judgment: 06-15-2004 Appealed from: Hinds County Circuit Court Judge: Winston Kidd Disposition: Enforcement of settlement agreement Case Number: 251-92-72-68CIV |
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| Party Name: | Attorney Name: | |||
| Appellant: | CHANTEY MUSIC PUBLISHING, INC. |
MEDA BYRD LINDLEY |
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| Appellee: | MALACO, INC. | ROBERT A. MALOUF |
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Synopsis provided by:  If you are interested in subscribing to the weekly synopses of all Mississippi Supreme Court and Court of Appeals hand downs please contact Tammy Upton in the MLI Press office. |
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| Topic: | Contract - Settlement agreement - Unconscionability - Meeting of the minds |
| Summary of the Facts: | Tommy Tate was a contract song writer originally retained by Chantey Music Publishing, Inc. Chantey alleges that Malaco, Inc. interfered with its contractual relationship with Tate and caused it to suffer damages when Malaco hired Tate away from Chantey. Based on this alleged act of contractual interference, Chantey, in 1992, filed suit against Malaco, and the parties were actively engaged in pre-trial activities for the next two years until November of 1994, when Chantey allowed the case to become dormant. Seven years later, Chantey filed a motion for summary judgment. Malaco then filed a motion to dismiss. The court denied both motions and referred the parties to mediation. Eight and one-half hours into the mediation conference, the parties reached a settlement which was memoralized in an agreement. When Malaco filed with the court a motion to enforce the settlement, Chantey filed a motion to set aside the mediation agreement. Following a hearing, the court granted Malaco’s motion to enforce the settlement. Chantey appeals. |
| Summary of Opinion Analysis: | Chantey argues that the mediation process which resulted in the settlement of this matter was fraught with inequity and procedurally unconscionable due to duress, coercion and mental weakness. The law favors the settlement of disputes by agreement of the parties and, ordinarily, will enforce the agreement which the parties have made, absent any fraud, mistake, or overreaching. It was the circuit judge’s responsibility to reconcile the evidence offered before the court and determine whether it supported Chantey’s allegations of duress, lack of voluntariness, and overreaching. The record provides overwhelming evidence supporting the judge’s determination to enforce the parties’ settlement agreement reached at the mediation conference. At the motion hearing, the testimony of Malouf, Malaco’s attorney at the mediation conference, Zachary, the mediator, and Pepper, who represented Chantey at the mediation conference, revealed an arm’s-length settlement agreement. Chantey also argues that the parties’ settlement agreement was not the product of a meeting of the minds, because the additional handwritten language which states, “or matters which could have been raised in the complaint,” was added to the agreement without the knowledge of Chantey’s president and thus was never discussed nor ever explained. However, the evidence clearly demonstrates that both parties fully acquiesced in all the terms included in their agreement which was reached after an eight and one-half hour mediation conference. In addition, Mississippi law precludes Chantey from asserting ignorance in regards to a term or phrase clearly written into the parties’ agreement. Chantey also argues that the ninth provision included in the letter memorializing the terms of the parties’ settlement agreement should not be recognized as part of what was negotiated at mediation. Chantey did not present this argument in its motion to set aside mediation and did not present the argument at the motions hearing. Inasmuch as the trial judge has been denied the opportunity to decide this issue, it is not properly before the Court. |
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