If this opinion indicates that it is “FOR PUBLICATION,” it is subject to 

revision until final publication in the Michigan Appeals Reports.

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S T A T E O F M I C H I G A N

C O U R T O F A P P E A L S

MAHER DABISH,

Plaintiff/Counterdefendant-Appellant,

FOR PUBLICATION

September 15, 2022

9:05 a.m.

v No. 358727

Oakland Circuit Court

TAREK GAYAR, SHAMMAMI JAVANTE, 

FRANK AWDISH, and LV PETRO, LLC,

LC No. 2020-183025-CB

Defendants/Counterplaintiffs/ThirdParty Plaintiffs-Appellees,

and

MARK DABISH, INC.,

Third-Party Defendant-Appellant.

Before: CAVANAGH, P.J., and GARRETT and YATES, JJ.

YATES, J.

To reach an enforceable settlement, the competing parties in litigation must come to terms 

on all material components of an agreement. Here, the four members of LV Petro, LLC (LV Petro) 

found themselves in the maw of litigation as a result of a bitter impasse. Perhaps the lawsuit was 

inevitable after plaintiff, Maher Dabish, and his company, Mark Dabish, Inc. (MDI), pushed their 

way into the LV Petro business venture with defendants. But as the case dragged on, defendants

lost their appetite for legal wrangling and attempted to buy out Dabish by offering him $150,000 

for his membership interest in LV Petro and agreeing to honor a lease for the MDI-owned Dabish 

Building in Lathrup Village. Dabish at first seemed interested in the offer, but he ultimately balked 

at signing the settlement documents negotiated by the competing parties’ attorneys. In response, 

defendants filed a motion to enforce the purported settlement agreement, and the trial court granted

that motion. This appeal contesting enforcement of the purported settlement agreement followed. 

Because we cannot conclude that the parties reached an enforceable settlement, we reverse.
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I. FACTUAL BACKGROUND

It goes without saying that business ventures among family members are fraught with peril. 

Plaintiff Dabish owned a gas station and convenience store in Lathrup Village that his relatives—

defendants Shammami Javente and Frank Awdish (along with their business partner, defendant 

Tarek Gayar)—wanted to buy. Initially, Dabish offered to sell defendants that business housed in 

the Dabish Building as well as a liquor license for the convenience store for $500,000. But when 

Dabish learned that his relatives had a larger development project in mind that included the Dabish 

Building and an adjacent parcel of land, Dabish pursued an interest in the proposed development. 

As a result, Dabish and the three defendants formed LV Petro as a limited liability company, and 

they all intended to become members. Disagreements arose, though, and the development project 

stalled. Eventually, in order to induce Dabish to sign the LV Petro operating agreement, LV Petro 

entered into a lease for the Dabish Building, thereby making Dabish’s company—defendant 

MDI—the landlord and LV Petro its tenant.

Through conflict, COVID, and a capital call, the defendants continued to operate LV Petro 

with plaintiff Dabish until they could no longer tolerate working with him. Then Dabish chose to 

sue defendants for minority member oppression, appointment of a receiver, and dissolution of LV 

Petro. That, in turn, prompted defendants to sue for peace. Settlement discussions ensued through 

counsel, and those talks bore fruit. Thus, the attorneys began drafting settlement documents in the 

forms of a “Settlement Agreement and Release” and a “Membership Interest Purchase Agreement”

for Dabish’s interest in LV Petro. The contemplated terms of the settlement were straightforward: 

Dabish would receive $150,000 in two staggered payments for his interest, and LV Petro would 

remain bound by its lease with Dabish’s company, MDI. As the attorneys worked on the settlement 

documents, Dabish’s attorney suggested minor changes, and defendants’ attorneys tried to address 

Dabish’s concerns through an exchange of e-mail correspondence in June and July of 2021.

Despite the efforts of defendants’ attorneys, plaintiff Dabish refused to sign the settlement 

documents and broke off negotiations. On July 22, 2021, defendants filed a motion to enforce the 

purported settlement agreement. The trial court heard oral arguments on the motion on August 11, 

2021, and then rendered a ruling from the bench “that there has been a Settlement Agreement with 

respect to this lawsuit as it relates to the plaintiff’s membership interest in LVP, and that it was all 

encompassing with respect to settling this lawsuit.” The trial court subsequently memorialized its 

ruling in a written order on August 11, 2021, and thereafter denied a motion for clarification and/or 

reconsideration in an order on September 9, 2021. Then the dispute really became acrimonious.

In response to a motion from defendants to hold plaintiff Dabish in contempt of court, the 

trial court conducted a hearing on September 15, 2021. Defendants insisted that Dabish violated 

the trial court’s order by refusing to sign the settlement documents, whereas Dabish contended that 

he had no duty to sign the documents and the trial court had no authority to order him to sign. The 

trial court ultimately stated that “this case has to come to an end, and Mr. Dabish, you are to sign 

the agreement and you have every right to appeal my decisions.” The trial court then explained to 

Dabish that, “[i]f you fail to do so, Sir, you will be in contempt of this court’s order directing you 

to sign the Settlement Agreement and then you will face contempt sanctions.” Dabish promptly 

sought leave to appeal, which we granted. Maher Dabish v Tarek Gayar, unpublished order of the 

Court of Appeals, entered October 29, 2021 (Docket No. 358727). Thus, we must now determine 

whether the trial court correctly ruled that the parties arrived at an enforceable settlement.
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II. LEGAL ANALYSIS

Plaintiff Dabish contends on appeal that the trial court erred in concluding that the parties 

entered into an enforceable settlement agreement. “A settlement agreement is a binding contract.” 

Reicher v SET Enterprises, Inc, 283 Mich App 657, 665; 770 NW2d 902 (2009). “The existence 

and interpretation of a contract are questions of law reviewed de novo.” Kloian v Domino’s Pizza, 

LLC, 273 Mich App 449, 452; 733 NW2d 766 (2006). Id. To settle a lawsuit, “ ‘there must be an 

offer and acceptance.’ ” Id. “ ‘Unless an acceptance is unambiguous and in strict conformance 

with the offer, no contract is formed.’ ” Id. “Further, a contract requires mutual assent or a meeting 

of the minds on all the essential terms.” Id. Relying upon these bedrock principles, plaintiff insists 

that he did not enter into an enforceable settlement agreement. We agree.

When a “case involves an agreement to settle” pending litigation, “it must comply” with 

MCR 2.507(G) “to be enforceable.”1 Mich Mut Ins Co v Indiana Ins Co, 247 Mich App 480, 483; 

637 NW2d 232 (2001). Under MCR 2.507(G), “[a]n 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.” That rule applies to a “contract for the settlement 

of pending litigation,” so the purported settlement in this matter is only enforceable if it “satisfies 

the requirements” of MCR 2.507(G). Kloian, 273 Mich App at 456. The purported settlement in 

this case was not “made in open court,” see MCR 2.507(G), so the purported settlement can only 

be enforced if it was “in writing, subscribed by the party against whom the agreement is offered 

or by that party’s attorney.” See id. The parties’ attorneys exchanged a host of e-mails in an effort 

to settle the matter, but the two key documents—the “Settlement Agreement and Release” and the 

“Membership Interest Purchase Agreement”—were never signed by plaintiff Dabish before the 

trial court granted defendants’ motion to enforce the purported settlement on August 11, 2021. As 

we have held, the word “subscribed” in MCR 2.507(G) “requires a signature at the bottom.” 

Kloian, 273 Mich App at 460 (emphasis in original). Because no version of the “Settlement 

Agreement and Release” or the “Membership Interest Purchase Agreement” bears Dabish’s 

signature at the bottom, neither of those documents is enforceable against Dabish by dint of MCR 

2.507(G).

Aside from defendants’ failure to satisfy the requirements of MCR 2.507(G), their view of 

an enforceable settlement agreement founders upon basic principles of contract formation. An 

enforceable settlement depends on an offer and an acceptance that is “ ‘unambiguous and in strict 

conformance with the offer[.]’ ” Kloian, 273 Mich App at 452. Without question, defendants 

made a perfectly valid offer to plaintiff Dabish to settle the pending litigation. But there is nothing 

in the e-mail correspondence demonstrating that Dabish ever accepted defendants’ offer. The 

attorney for Dabish never responded to the final e-mail from defendants’ counsel on July 1, 2020, 

offering to add a sentence to the settlement agreement and asking that Dabish’s attorney “discuss 

this with your client and let’s get this done.” The phrase “let’s get this done” bespeaks a choice 

 

1 Many of our prior opinions on this point refer to MCR 2.507(H), rather than MCR 2.507(G). The 

court rule was amended in 2006 and, as a result, MCR 2.507(H) became MCR 2.507(G) without 

any change in the language of the rule. See 474 Mich cclx; Kloian, 273 Mich App at 456 n 2.
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for Dabish to assent in order to complete the agreement. Neither Dabish nor his attorney furnished 

that assent, so Dabish’s acceptance of the defendants’ offer never occurred.

Finally, the fact that the trial court (at the behest of defendants) had to order plaintiff Dabish 

to sign the settlement documents weeks after the trial court ordered enforcement of the purported 

settlement agreement lends credence to Dabish’s claim that the parties never reached a settlement. 

The purpose of MCR 2.507(G), which “is in the nature of a statute of frauds[,]” Kloian, 273 Mich 

App at 456, is to take the guesswork out of settling a pending lawsuit. Under MCR 2.507(G), the 

settlement must exist in a form that indisputably reflects a final agreement of the parties. That is, 

the settlement must either be set forth on the record in open court or memorialized in a document 

subscribed by the party challenging the existence of an enforceable settlement. Here, the trial court 

had neither form of agreement when it enforced the purported settlement on August 11, 2021. The 

subsequent battling over the terms of the purported settlement that broke out after August 11, 2021, 

lays bare the danger in declaring a settlement without indisputable proof of the terms on which the 

parties settled. Thus, we conclude that the trial court erred in enforcing the purported settlement 

agreement against plaintiff Dabish and his company, MDI. Additionally, because the parties never 

reached an enforceable settlement agreement, the trial court erred in compelling Dabish to sign the 

settlement documents presented to him by defendants.2 Henry v Prusak, 229 Mich App 162, 170; 

582 NW2d 193 (1998) (“A court cannot ‘force’ settlements upon parties.”).

Reversed and remanded. We do not retain jurisdiction.

/s/ Christopher P. Yates

/s/ Mark J. Cavanagh

/s/ Kristina Robinson Garrett

 

2

 Defendants suggest that we should enforce the “Membership Interest Purchase Agreement” even 

if we believe the “Settlement Agreement and Release” is unenforceable. We reject that suggestion 

because enforcement of the “Membership Interest Purchase Agreement” without resolution of the 

“Settlement Agreement and Release” constitutes the antithesis of a completed settlement to resolve 

the pending litigation.