COURT OF APPEALS

DECISION

DATED AND FILED

June 11, 2024

Samuel A. Christensen

Clerk of Court of Appeals

NOTICE

This opinion is subject to further editing. If 

published, the official version will appear in 

the bound volume of the Official Reports. 

A party may file with the Supreme Court a 

petition to review an adverse decision by the 

Court of Appeals. See WIS. STAT. § 808.10 

and RULE 809.62. 

Appeal No. 2022AP1440 Cir. Ct. No. 2017CV867

STATE OF WISCONSIN IN COURT OF APPEALS

DISTRICT I

RICHARD A. MUELLER AND JOSEPH L. FORD, III,

PLAINTIFFS-RESPONDENTS,

V.

TL90108, LLC,

DEFENDANT-APPELLANT.

APPEAL from an order of the circuit court for Milwaukee County: 

KEVIN E. MARTENS, Judge. Affirmed. 

Before White, C.J., Donald, P.J., and Geenen, J.

Per curiam opinions may not be cited in any court of this state as precedent 

or authority, except for the limited purposes specified in WIS. STAT. RULE 809.23(3). 
No. 2022AP1440

2

¶1 PER CURIAM. TL90108, LLC (“TL”) appeals from a circuit court 

order refusing to enforce a settlement agreement with Richard A. Mueller and 

Joseph L. Ford, III.

1

 We conclude that the circuit court properly refused to 

enforce the settlement agreement, and affirm.2 

BACKGROUND

¶2 This case involves a long and contentious dispute over the 

ownership of a rare and expensive automobile. In short, in 2001, a late 1930’s 

Talbot Lago car disappeared from a Milwaukee business. Subsequently, in 2015, 

TL purchased a Talbot Lago from an international automobile broker. When TL 

tried to obtain a title in Illinois, this triggered an alert on a stolen vehicle report. 

Mueller and Ford, who claim to be the rightful owners of the car, sued TL for 

replevin and a declaration of ownership.3

¶3 TL filed a motion to dismiss, which the circuit court granted. This 

court reversed, and our supreme court affirmed with modifications, and remanded

for further proceedings. Mueller v. TL90108, LLC, 2018 WI App 52, ¶3, 383 

 

1

 TL filed a petition for leave to appeal from a nonfinal order of the circuit court, which 

we granted. See WIS. STAT. RULE § 809.50(3) (2021-22). All references to the Wisconsin 

Statutes are to the 2021-22 version unless otherwise noted.

2

 By prior orders we allowed the parties to submit briefs and appendices under seal. The 

sealed documents are hereby deemed unsealed only to the extent that they are quoted, referenced, 

or described in this opinion. We also note that TL’s statement on oral argument and publication

requests that this opinion be sealed. TL does not cite any authority for this request. We do not 

address arguments that are undeveloped or unsupported by legal citations. See State v. Pettit, 171 

Wis. 2d 627, 646-47, 492 N.W.2d 633 (Ct. App. 1992). 

3

 Mueller and Ford allege that the car TL purchased had been stolen from Roy Leiske. 

Leiske passed away leaving Mueller the sole heir. Mueller subsequently sold part of his interest 

in the car to Ford. 
No. 2022AP1440

3

Wis. 2d 740, 917 N.W.2d 551, aff’d as modified, 2020 WI 7, ¶26, 390 Wis. 2d 34, 

938 N.W.2d 566. 

¶4 Relevant to this appeal, on remand, a full-day mediation took place 

on October 29, 2021, with former Magistrate Judge David E. Jones. At the 

conclusion of the mediation, the parties signed a two-page Settlement-in-Principal 

Term Sheet (“SIP”), which included a “Financial Terms” section and a “Releases 

and Dismissal of Claims” section. In the “Releases and Dismissal of Claims” 

section, the SIP included the following bullet points:

 The parties will negotiate and agree to the terms of 

a final settlement agreement in good faith.

 The mediator will resolve any disputes involving 

the final settlement agreement.

 The terms of the final settlement agreement will 

include mutual confidentiality and nondisparagement provisions. 

 The only public statements that Ford and Mueller 

on the one hand and TL on the other hand will make 

in respect to their settlement are the following: 

“We amicably resolved our dispute.” 

 The parties agree that this Term Sheet contains all 

material terms and is fully enforceable under [WIS.

STAT. §] 807.05. 

Subsequently, Ford’s counsel filed a letter advising the court that the parties

agreed to settle the lawsuit.

¶5 In the weeks that followed, the parties exchanged drafts of various 

settlement documents and participated in two additional mediation sessions. After 

the second additional mediation session, Judge Jones asked the parties to submit 

their proposed versions of the final settlement agreement and provide comments 

on each other’s proposed documents. 
No. 2022AP1440

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¶6 In May 2022, Judge Jones attempted to resolve the parties’ 

competing documents and gave the parties additional direction. On June 1, 2022, 

Judge Jones provided the parties with his completed work on the settlement 

agreement and related documents. 

¶7 On June 7, 2022, Mueller and Ford advised TL that they would not 

sign the final settlement documents. TL moved to enforce the settlement on two 

grounds: (1) the SIP, standing alone, was fully enforceable; and (2) that Judge 

Jones had the power to prepare the final settlement documents and the documents 

he prepared were binding and enforceable. Mueller and Ford cross-moved to 

declare the SIP unenforceable and invalidate the settlement documents. 

¶8 After briefing and argument, on July 29, 2022, the circuit court 

issued an oral ruling denying enforcement of the SIP. The circuit court found that 

the parties intended the SIP to be a binding and enforceable settlement agreement. 

The circuit court, however, found that the agreement was not in fact enforceable 

because two material terms in the SIP—confidentiality and non-disparagement—

were indefinite. In its ruling, the circuit court explained that the case was not 

“routine” or “run of the mill,” had a “tortured history,” and required more nuance

than a typical case. In addition, the circuit court found that Judge Jones lacked 

authority to issue the settlement documents because the SIP gave him authority 

only to resolve disputes with respect to the final settlement agreement, not any 

disputes regarding the SIP or otherwise predating a final agreement. This appeal 

follows. 

DISCUSSION

¶9 On appeal, TL contends that the “confidentiality” and “nondisparagement” terms were “sufficiently definite” and the SIP was enforceable. In 
No. 2022AP1440

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addition, TL contends Judge Jones properly resolved the parties’ disputes and this 

court should direct the parties to sign the documents he prepared. 

¶10 In construing a settlement agreement, this court applies contractconstruction principles. Paul R. Ponfil Tr. v. Charmoli Holdings, LLC, 2019 WI 

App 56, ¶16, 389 Wis. 2d 88, 935 N.W.2d 308. To be enforceable, a contract 

“must be definite and certain as to its material terms and requirements[.]” Id., ¶18. 

Thus, “vagueness or indefiniteness concerning a material term prevents the 

creation of an enforceable contract.”4 Id. Whether a settlement agreement is 

binding and enforceable is a question of law we decide de novo. Waite v. EastonWhite Creek Lions, Inc., 2006 WI App 19, ¶5, 289 Wis. 2d 100, 709 N.W.2d 88. 

¶11 In this case, the SIP states that the parties agreed to include “mutual 

confidentiality and non-disparagement provisions” in their final agreement. We 

agree with the circuit court that these terms were indefinite, and as a result, the SIP 

was not enforceable. 

¶12 To start, the reference to “non-disparagement” is indefinite because 

it does not provide any parameters for determining the scope or duration of its 

application. There is no definition of who or what cannot be disparaged. For 

example, it is not clear whether disparagement is limited to the parties or their 

business interests. 

¶13 Likewise, the reference to “confidentiality” is also indefinite. As 

Mueller and Ford contend, the confidentiality provision does not specify whether 

 

4

 “An indefinite term is one that is not susceptible to any reasonable construction, even 

after considering the surrounding circumstances.” Vohs v. Donovan, 2009 WI App 181, ¶15, 322 

Wis. 2d 721, 777 N.W.2d 915. 
No. 2022AP1440

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confidentiality was limited to the settlement or covered information beyond the 

settlement. Moreover, there is no guidance regarding the duration of 

confidentiality. 

¶14 TL argues that the confidentiality provision is clarified by the 

statement in the SIP that “[t]he only public statements” that Ford, Mueller, and TL 

will make in respect to their settlement is “[w]e amicably resolved our dispute.” 

This statement, however, only governs statements to the public, not non-public 

disclosures. 

¶15 TL also points to other documents outside of the SIP to define 

confidentiality. If the SIP, however, had contemplated other documents to define 

confidentiality, it would have specifically referenced or identified those 

documents. Additionally, the need to consider other documents underscores that 

the meaning of confidentiality is not clear from the SIP alone. 

¶16 As the circuit court found, this case is similar to Ponfil Trust. Id., 

389 Wis. 2d 88, ¶1. In Ponfil Trust, during a mediation session, the parties 

prepared and signed a one-page document captioned “Mediation Settlement 

Agreement.” Id., ¶2. The document included a paragraph stating that the parties 

“agree[d] to sign a separate substantive agreement covering such things as liability 

& indemnity in usual form.” Id., ¶3 (brackets in original). Subsequently, the 

parties were unable to reach an agreement on “such things as liability & indemnity 

in usual form.” Id., ¶8. The plaintiff filed a motion seeking to compel 

enforcement of the mediation agreement. Id., ¶9. The circuit court granted the 

motion to enforce finding that the parties had entered into a binding agreement and 

the case had been settled in full, but advised the parties to return to mediation to 

work out the missing terms. Id., ¶11. 
No. 2022AP1440

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¶17 On appeal, this court reversed, holding that there was not an 

enforceable agreement because the “liability” and “indemnity” terms were 

indefinite. Id., ¶¶20, 25. This court explained that:

Here, the parties agreed that a separate substantive 

agreement would address liability and indemnity. That 

never happened. The exchange of drafts between the 

parties reveal fairly complex issues with varying 

perspectives, making it clear that the parties have work 

ahead of them on their respective liabilities and indemnities 

associated with the transfer of property involving multiple 

entities and past and future quarry operations. 

Id., ¶22. As in Ponfil Trust where this court found there was no basis to 

determine the meaning of the liability and indemnity terms, here, there was no 

basis to determine the meaning of non-disparagement or confidentiality.

5

 

¶18 Lastly, we address Judge Jones’ mediation authority. Mueller and 

Ford contend that because the SIP was unenforceable for indefiniteness, “all of its 

terms became void and ineffectual” and there was “never any valid provision 

delegating authority to [Judge] Jones.” See Ehlinger v. Hauser, 2008 WI App 

123, ¶28, 313 Wis. 2d 718, 758 N.W.2d 476 (“[T]he indefiniteness of an essential 

term prevents the creation of an enforceable contract.”). 

¶19 TL argues that the SIP does not need to “be sufficiently definite to 

be independently enforceable because the [SIP] provides a mechanism (the 

mediator resolving any disputes involving the final settlement agreement) to reach 

 

5

 Mueller and Ford also contend in the alternative that we should conclude that the “SIP 

is an unenforceable preliminary agreement.” Because we conclude that the SIP was 

unenforceable due to the indefiniteness of the confidentiality and non-disparagement terms, we 

do not address this argument. See State v. Blalock, 150 Wis. 2d 688, 703, 442 N.W.2d 514 (Ct. 

App. 1989) (stating that “cases should be decided on the narrowest possible ground”). 
No. 2022AP1440

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a binding agreement.” TL also argues that Judge Jones had “unfettered authority” 

to resolve any drafting disputes, not only disputes arising from an executed 

settlement agreement. 

¶20 We disagree with TL. The SIP states that Judge Jones “will resolve 

any disputes involving the final settlement agreement.” The SIP does not include 

any language authorizing Judge Jones to resolve disputes about the SIP or cure 

indefinite terms. Rather, as the circuit court found, the SIP only provides 

Judge Jones with authority to resolve disputes about the final settlement agreement 

itself, not disputes involving the creation or negotiation of the final settlement 

agreement. Thus, we are not persuaded that the mediator-delegation language 

renders the SIP enforceable or that Judge Jones had the authority to impose a final 

settlement agreement on the parties. 

¶21 Therefore, for all of the reasons stated above, we affirm.

By the Court.—Order affirmed.

This opinion will not be published. See WIS. STAT.

RULE 809.23(1)(b)5.