-1-

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

HOMESPUN MARKET, LLC,

Plaintiff-Appellee,

UNPUBLISHED

April 24, 2018

v No. 337367

Livingston Circuit Court

W & L PEARL ARTS, INC, and LISA WONG, LC No. 16-029155-NZ

Defendants-Appellants.

Before: MURPHY, P.J., and JANSEN and SWARTZLE, JJ.

PER CURIAM.

This case arises out of a dispute regarding a lease of commercial property located in 

Brighton, Michigan. On December 29, 2016, the trial court granted plaintiff’s motion for entry 

of a settlement agreement. We reverse, vacate the entry of the settlement agreement, and remand 

for further proceedings consistent with this opinion. 

I. RELEVANT FACTS AND PROCEDURAL HISTORY 

On January 23, 2016, the parties entered into a lease agreement, whereby plaintiff, 

Homespun Market, LLC, agreed to lease commercial space from defendants, W&L Pearl Arts, 

Inc, (WLPA) and Lisa Wong (Wong). Shortly thereafter, the parties had a dispute over the use 

and division of the front and back portions of the leased premises, the front portion having been 

reserved under the lease for plaintiff. Plaintiff alleged that it received a certificate of occupancy

for the entire space from the City of Brighton in February 2016, but subsequently learned in June 

2016 that defendant had entered into a lease for the back portion of the building. Defendants 

informed plaintiff that the new tenants would be building a bathroom and handicap accessible 

ramp to the rear entrance of their store. 

Plaintiff alleged that sometime in July 2016, Wong indicated that the tenants in the back 

suite would need to access plaintiff’s bathroom and basement, and that plaintiffs responded “that 

they would not be willing to make any changes to their leased space” or modify the lease itself. 

Plaintiff claimed it discovered through public records that it held the certificate of occupancy for 

the entire main level of the leased premises. Plaintiff alleged that the City of Brighton denied the 

new tenant’s request for a certificate of occupancy on or around July 2016, but that defendant 

permitted their occupancy and other acts not allowed under the lease. Plaintiff further alleged 

that the City of Brighton placed a notice of violation on the back suite of the premises, which 
-2-

invalidated any and all certificates of occupancy issued for the entire first floor and basement of 

the premises. 

Plaintiff claimed that after it gave defendants notice of the alleged lease violations, Wong 

responded by indicating that she was denying building access to anyone without a certificate of 

occupancy, and that all activities concerning the premises required her written consent. Further, 

plaintiff alleged that in September 2016, defendants arranged for an architect to create a shared 

space and bathroom plan, even though the lease agreement did not permit the planned 

modification to the premises. Additionally, Wong approved and paid for the installation of a

door that divided the front space and back space. Plaintiff claimed it subsequently received a 

demand for possession from defendants. 

Plaintiff filed suit against defendants, seeking a preliminary injunction, specific 

performance, and declaratory relief. The trial court granted plaintiff a preliminary injunction in

October 2016, and ordered that defendants would be prohibited from taking action that would

jeopardize the certificate of occupancy; entering the premises for any purpose other than 

inspection allowed pursuant to the lease; changing the locks and removing personal property 

from the premises; disrupting plaintiff’s business and taking action to change the premises’ 

physical structure until the parties’ respective rights were adjudicated; and taking further steps to 

eject plaintiff from the premises. 

At some point, the parties began to engage in settlement discussions. Plaintiff filed a

motion to enforce a purported settlement agreement, claiming that the parties had reached a 

binding settlement agreement. The trial court determined that various text messages, email 

chains, and other writings, when read together, amounted to evidence of a final, enforceable 

settlement agreement. Accordingly, it granted plaintiff’s motion. This appeal followed. 

II. ANALYSIS

Defendants argue that the trial court clearly erred by granting plaintiff’s motion for the 

entry of a settlement agreement when the parties had not entered into an enforceable agreement. 

We agree.

“[A]n agreement to settle a pending lawsuit constitutes a contract, and therefore the 

agreement is governed by legal principles applicable to the interpretation and construction of 

contracts.” Columbia Assoc, LP v Dep’t of Treasury, 250 Mich App 656, 669; 649 NW2d 760 

(2002). We review the existence and interpretation of such a contract de novo. Kloian v 

Domino’s Pizza, LLC, 273 Mich App 745, 767; 773 NW2d 766 (2006). A settlement agreement 

must also satisfy the requirements of MCR 2.507(G), and the trial court’s interpretation of a 

court rule is also reviewed de novo. Michigan Mut Ins Co v Indiana Ins Co, 247 Mich App 480, 

483-485; 637 NW2d 232 (2001). Absent a finding of an abuse of discretion, a trial court’s 

finding concerning the validity of a parties’ consent to a settlement agreement will not be 

overturned. Vittiglio v Vittiglio, 297 Mich App 391, 397; 824 NW2d 591 (2012). A trial court’s 

factual findings are reviewed for clear error, MCR 2.613(C), and an abuse of discretion occurs 

only when the trial court makes a decision that falls outside the range of “reasonable and 

principled outcome[s].” Maldonado v Ford Motor Co, 476 Mich 372, 388; 719 NW2d 809 

(2006); MCR 2.504(B). 
-3-

As in any other contract, a settlement agreement must include an offer and acceptance, as 

well as “mutual assent or a meeting of the minds on all essential terms.” Kloian, 273 Mich App 

at 452-453; Walbridge Aldinger Co v Walcon Corp, 207 Mich App 566, 571; 525 NW2d 489 

(1994). Acceptance must be unambiguous and in strict conformity with the offer, otherwise no 

contract is formed. Kloian, 273 Mich App at 452-453. (citation omitted). Even if a settlement 

agreement meets all the formation requirements of contract law, it will not be enforced unless 

“the agreement also satisfies the requirements of” MCR 2.507(G). Id. at 456. MCR 2.507(G) 

provides: 

An 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.

“Subscribe means to append, as one’s signature, at the bottom of a document or the like; sign.” 

Kloian, 273 Mich App at 459 (quotation marks and citation omitted). An electronic signature 

will satisfy this requirement, as will a signature at the bottom of an email, so long as the email 

also contains the terms of the settlement. Id. at 459-460, citing MCL 450.837(4). 

Our review of the documents considered by the trial court indicates that both parties were 

interested in settling this matter, and were actively working towards a comprehensive written 

agreement. However, even if we were to conclude that there was a meeting of the minds on all 

material terms, the purported settlement agreement relied on by the trial court did not comport 

with the requirements of MCR 2.507(G), and therefore, is unenforceable. The parties did not 

place the terms of the settlement on the record, and the purported agreement relied on by the trial 

court, offered by plaintiff against defendants, was not subscribed to by defendants or their 

counsel. In fact, defendants remained adamant that the ongoing settlement negotiations had not 

yet come to a resolution, and plaintiff concedes in its briefs on appeal that there were some 

details to be finalized. Plaintiff correctly argues that defendants, or their counsel, could have 

subscribed to the agreement via email. Kloian, 273 Mich App at 459-460. However, plaintiff

does not cite to any email containing all of the mutually agreed to settlement terms subscribed to 

by defendants or their counsel, and our review of the record yields none. Accordingly, the trial 

court’s finding that a valid settlement agreement had been reached was clearly erroneous, and 

likewise, the trial court abused its discretion by enforcing the purported settlement agreement. 

See Henry v Prusak, 229 Mich App 162, 170; 582 NW2d 193 (1998) (“A court cannot ‘force’ 

settlements upon parties.”) 

We reverse, vacate the entry of the settlement agreement, and remand for further 

proceedings consistent with this opinion. We do not retain jurisdiction. 

/s/ William B. Murphy

/s/ Kathleen Jansen

/s/ Brock A. Swartzle