Appeals from the Superior Court of the District of Columbia (CAB7225-04) (Hon. Gerald I. Fisher, Trial Judge).
The opinion of the court was delivered by: Fisher, Associate Judge
Argued September 28, 2009
Before GLICKMAN and FISHER, Associate Judges, and FARRELL, Senior Judge.
These consolidated appeals require us to construe two settlement agreements that relate to the same litigation. Several former homeowners sued Dennis Dyer, Vincent Abell, and other defendants, alleging that they had been engaged in a mortgage foreclosure rescue scam, ultimately defrauding plaintiffs out of the equity in their homes. Defendants denied the allegations. Rather than go to trial, the parties entered into separate agreements, one (seemingly) resolving the claims made against Dennis Dyer by the estate of Willie King, and the other settling the remaining claims, including those by Raymond James against Vincent Abell and Modern Management Company. Thereafter, the trial court granted a motion to enforce the first agreement against Mr. Dyer but denied a motion which asserted that Mr. Abell and others had failed to comply with the second agreement. We affirm the first judgment and reverse the second.
I. The Procedural Background
Six homeowners, including Willie King and Raymond James, brought suit against the defendants, alleging fraud and other torts as well as violations of state and federal lending laws and consumer protection laws. They claimed that the defendants approached them individually with offers to save their homes from foreclosure by loaning them money. The homeowners understood that they would remain in their homes, that they would pay the amount of the mortgage payments (plus an additional amount) directly to defendants instead of to the bank, and that the defendants would be responsible for paying the mortgage, keeping the extra money in return for their services and as repayment of the loan.*fn2
Instead of merely signing loan documents, however, the plaintiffs unwittingly transferred title to their homes for a fraction of their value and became tenants. However, the original homeowners remained personally liable on the mortgages. Thereafter, the plaintiffs became concerned that the defendants were not crediting the monthly payments to the mortgages (some plaintiffs received new arrearage notices and some were suspicious because they could no longer reach the defendants). Several plaintiffs, unable to pay rent and shoulder the entire amount of the pre-existing mortgage payments or mounting late fees, opted to send their monthly mortgage payments directly to their bank and stopped sending the defendants any money. The defendants sued those plaintiffs for failure to pay rent.
The defendants, by contrast, claimed that they never held themselves out as mere money lenders and clearly communicated that they were purchasing the homes, leasing them back, and giving the former homeowners refinancing assistance or an option to repurchase. They never agreed to assume liability for the mortgages; they only agreed to pay the initial amount of arrearages necessary to avoid foreclosure.
Without admitting liability, the defendants settled the case in two segments. One agreement was reached on May 28, 2007, between Mr. Dyer and the estate of Mr. King.*fn3
Plaintiffs' counsel read the material terms of that agreement into the court record on May 29, 2007, the day set for trial. The apparent success of these parties in resolving their portion of the litigation prompted the remaining parties to renew settlement discussions, and they executed a separate agreement on August 23, 2007. Later events led certain plaintiffs to file two motions to enforce the agreements. We will supply more details when analyzing the various issues presented in these appeals.
II. General Contract Principles
Settlement agreements are construed under "general principles of contract law." Goozh v. Capitol Souvenir Co., 462 A.2d 1140, 1142 (D.C. 1983) (quoting Brown v. Brown, 343 A.2d 59, 61 (D.C. 1975)). Accordingly, we enforce a valid and binding settlement agreement just like "any other contract." Rommel v. West American Insurance Co., 158 A.2d 683, 684-85 (D.C. 1960).
This jurisdiction adheres to an "objective" law of contracts, meaning "the written language embodying the terms of an agreement will govern the rights and liabilities of the parties [regardless] of the intent of the parties at the time they entered into the contract, unless the written language is not susceptible of a clear and definite undertaking, or unless there is fraud, duress, or mutual mistake." DSP Venture Group, Inc. v. Allen, 830 A.2d 850, 852 (D.C. 2003) (internal quotation marks and citation omitted; brackets in original). In other words, a party's unexpressed intent is irrelevant if a contract is unambiguous. See Bolling Federal Credit Union v. Cumis Insurance Society, Inc., 475 A.2d 382, 385 (D.C. 1984) ("If the release is facially unambiguous, we must rely solely upon its language as providing the best objective manifestation of the parties' intent."); 1 ARTHUR L. CORBIN, CORBIN ON CONTRACTS § 1.9, at 25 (1993) ("Agreement consists of mutual expressions; it does not consist of harmonious intentions or states of mind.").
When interpreting a contract and determining whether it is ambiguous, "we examine the document on its face, giving the language used its plain meaning." Tillery v. District of Columbia Contract Appeals Bd., 912 A.2d 1169, 1176 (D.C. 2006) (citing Sacks v. Rothberg, 569 A.2d 150, 154 (D.C. 1990)). "[A] court must honor the intentions of the parties as reflected in the settled usage of the terms they accepted in the contract, and will not torture words to import ambiguity where" there is none. Bragdon v. Twenty-Five Twelve Assocs. Ltd. Partnership, 856 A.2d 1165, 1170 (D.C. 2004) (internal quotation marks and citations omitted). Moreover, "contracts are not rendered ambiguous by the mere fact that the parties do not agree upon their proper construction." Steele Foundations, Inc. v. Clark Construction Group, Inc., 937 A.2d 148, 153 (D.C. 2007)(citing Dodek v. CF 16 Corp., 537 A.2d 1086, 1093 (D.C. 1988)).
If, however, "the court finds that the contract has more than one reasonable interpretation and therefore is ambiguous, then the court -- after admitting probative extrinsic evidence -- must determine what a reasonable person in the position of the parties would have thought the disputed language meant." In re Bailey, 883 A.2d 106, 118 (D.C. 2005) (internal quotation marks omitted). In such instances, though, any ambiguity as to the contract's meaning will be construed strongly against the drafter. See Capital City Mortgage Corp. v. Habana Village Art & Folklore, Inc., 747 A.2d 564, 567 (D.C. 2000).
Determining whether documents or oral representations constitute an enforceable contract is a question of law, which this court reviews de novo. EastBanc v. Georgetown Park Assocs., 940 A.2d 996, 1002 (D.C. 2008) (citing Kramer Assocs. v. Ikam, Ltd., 888 A.2d 247, 251 (D.C. 2005)). Whether a contract is ambiguous is also a question of law subject to de novo review. Steele Foundations, 937 A.2d at 153. Similarly, we review de novo a trial court's interpretation of a ...