Kloian v. Domino's Pizza, LLC

733 N.W.2d 766 · Michigan Court of Appeals · 2007

Facts

Plaintiff J. Edward Kloian, doing business as Arbor Management Company, entered into a lease agreement with defendant Domino’s Pizza, LLC in 1994. In 2003, plaintiff initiated a lawsuit against defendant, alleging breach of lease for failing to pay various amounts including rent, taxes, and maintenance costs. In March 2005, attorneys for both parties engaged in settlement discussions via email. On March 18, plaintiff's attorney offered to settle for $48,000 in exchange for dismissal and release of claims, which defendant's attorney accepted via email on the same day. Subsequently, on March 21, plaintiff's attorney requested a "mutual release," to which defendant's attorney consented on March 28.

Procedural history

Plaintiff appealed the trial court's order enforcing a settlement agreement and dismissing plaintiff's claims with prejudice. The trial court had found that the parties entered into a binding settlement agreement on March 18, 2005. This finding was made after defendant moved to enforce the settlement and plaintiff also moved to approve the settlement but then refused to sign the final agreement.

Issue

1. Was a binding settlement agreement formed on March 18, 2005, despite subsequent requests for modification? 2. Did the settlement agreement, or its modification, satisfy the "subscribed" requirement of MCR 2.507(H)?

Holding

Yes, a binding settlement agreement was formed on March 18, 2005, and it satisfied MCR 2.507(H). The subsequent modification was unenforceable under MCR 2.507(H) because the attorney's name was not appended at the bottom of the email. Therefore, the original agreement remained in force, and the trial court's order enforcing it was affirmed.

Rule

A settlement agreement is a contract governed by principles of contract law, requiring an unambiguous offer, acceptance, and mutual assent on all essential terms. An attorney has apparent authority to settle a lawsuit on behalf of their client. MCR 2.507(H) requires settlement agreements to be in writing and "subscribed" by the party against whom enforcement is sought or their attorney, meaning the signature or typed name must be appended at the bottom of the document. If a modification to a settlement agreement is technically unenforceable under MCR 2.507(H), the original settlement agreement remains enforceable.

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Case brief last reviewed 2026-06-16. Prepared by CaseReader from the published opinion.