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LLC v. K&K, Inc.

Court of Appeals of Missouri, Western District, Third Division

October 8, 2019

39 BELL, LLC, Respondent,
K&K, INC., ET AL., Appellants.

          Appeal from the Circuit Court of Jackson County, Missouri. The Honorable S. Margene Burnett, Judge

          Before: Gary D. Witt, Presiding Judge, Edward R. Ardini, Jr., Judge and Thomas N. Chapman, Judge

          GARY D. WITT JUDGE.

         Appellants K&K, Inc. ("K&K), M&L&J, Inc. ("M&L&J"), and Mia Jamison ("Jamison") (collectively "Appellants") appeal the Circuit Court of Jackson County's entry of an Amended Judgment finding that the parties had reached a binding settlement agreement and entering judgment pursuant to those terms. On appeal, the Appellants raise two allegations of error. First, they contend that the circuit court erred in finding the existence of a binding settlement agreement because there was no sworn testimony on the record, and thus there was no evidence upon which the court could find a settlement agreement had been reached. Second, they contend that the finding that a binding settlement agreement was entered into was against the weight of the evidence because it disregarded Jamison's statements to the court that she had not given authorization for her attorney to enter into the settlement agreement. We affirm.

         Factual Background

         K&K is owned in whole or in part by Jamison, and she is the President of the company. Jamison is the sole shareholder of M&L&J and is the President of the company. K&K owns real estate located at 1714-1726 W. 39th Street, Kansas City, Missouri ("Property"). First Commercial Properties L.L.C. ("First Commercial") contracted with K&K to purchase the Property for $1, 250, 000. First Commercial assigned the contract to purchase the Property to 39 Bell, LLC ("39 Bell"). The sale of the Property was never finalized, in part because the Appellants had leased portions of the Property to various tenants and refused to terminate those leases as required by the purchase agreement. After failing to complete the sale of the Property, 39 Bell brought a civil action against the Appellants for fraud, specific performance, and declaratory judgment on September 25, 2015. The Appellants initially failed to file an answer, and a Motion for Default Judgment was filed by 39 Bell on December 9, 2015. On February 12, 2016, the Appellants were granted leave to file an Answer out of time. The matter was originally set for trial on June 19, 2017, but was delayed multiple times until January 8, 2018. The day before trial on January 7, 2018, K&K filed for bankruptcy protection, which required the trial date to be continued again. The bankruptcy was dismissed on March 19, 2018, and the matter was set for trial on July 9, 2018.

         On July 9, 2018, the parties appeared before the court and stated that they had reached a settlement agreement that morning ("July 9 Hearing"). The court asked the parties to place the settlement agreement on the record. Counsel for 39 Bell recited the essential terms of the agreement to the court including that: (1) the purchase contract would be specifically enforced with the purchase price being amended to $915, 000; (2) the leases on the Property in favor of M&L&J and Sahara Sheesha would be terminated; (3) a contempt citation issued against Jamison in favor of an entity owned by 39 Bell in a related case would be released and marked in the court records as paid and satisfied and the parties would dismiss their respective claims pending in that case; and (4) the real estate transaction to transfer the Property would take place by November 9, 2018 ("Settlement"). Counsel for Appellants agreed that those were the essential terms of the Settlement agreement. Counsel for Appellants further informed the court that over the past several days during negotiations with opposing counsel that all of the specific terms of the settlement agreement had been agreed to by the parties with the exception of the final monetary amount to be paid for the real estate. He then informed the court that:

As of yesterday, I asked Ms. Jamison for authority to settle based upon the terms and so the only thing left to discuss was the monetary amount. So this morning, as we were traveling to the courthouse, Ms. Jamison and I had a conversation about an evidentiary issue that was of some concern. And as a result of that, I asked if I could have authority to settle. She said okay, I will give you a million dollars authority. And I said do I have authority if they reject that to accept the 915 and she said yes. We hung up that conversation. I called [Counsel for 39 Bell]. I proposed the million dollar monetary portion of the settlement. [Counsel for 39 Bell] said he had to speak with the client. He communicated very quickly back that that had been rejected. And I said then we accept the 915. And that was when I believe that we had a settlement according to the outlines that have been given to you.

         The court then stated that it believed there had been a binding settlement agreement entered into by the parties. Counsel for Appellants then stated:

So Ms. Jamison -- after we had reached an agreement, Ms. Jamison communicated to me that she had difficulty with two parts of the agreement. Specifically, the portions that require the Sahara lease to be terminated and the M&L&J lease to be terminated. And that's what she expressed to the Court this morning.

         Ms. Jamison then had a very lengthy interaction with the court requesting a continuance and stating that "there's big miscommunication" with herself and her attorney.

The Court: Well, Ms. Jamison, there's no continuance. And I'm going to tell you, I have reason to have concerns over your statements that you make to me. I have had numerous statements --
Ms. Jamison: I want to go to trial.
The Court: Well, you the opportunity to not have -- I mean, actually, you have a settlement right now. At this point, the only trial you are going to end up having is the enforcement of this settlement. You need to understand that you gave your attorney authority to settle the case. And he settled -- they reached an agreement.
Ms. Jamison: I call him right back. And I told him the liquor store and the Sahara was not in this deal because I cannot -- I cannot push these poor people --
The Court: Ms. Jamison, those two leases have been part of the issue with this case since it was filed three years ago. The case has been set for trial on three separate occasions in this division. The case has been settled today. And I am going to accept the settlement today. And, with that, you are going to need to -- if you need to talk to an attorney about how to resolve ...

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