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Riverside Millwork Co., Inc. v. 77 Merrimack Street, LLC

Supreme Court of New Hampshire

May 15, 2008

Riverside Millwork Co., Inc. f/t/a RHC Acquisition, Inc. d/b/a Rivco, Inc. & a.
v.
77 Merrimack Street, LLC

UNPUBLISHED OPINION

Riverside Millwork Co., Inc., f/t/a RHC Acquisition, Inc. d/b/a Rivco, Inc. and Old RMC, Inc. f/t/a Riverside Millwork Co., Inc. (Rivco) appeals the order of the Superior Court (McHugh, J.) granting the motion filed by 77 Merrimack Street, LLC (77 Merrimack Street) to enforce a settlement agreement allegedly reached by the parties during a November 2, 2006 in-chambers conference. We reverse and remand.

Rivco argues that the trial court unsustainably exercised its discretion when it determined, in effect, that the parties had a meeting of the minds with respect to the April 1, 2006 lease as amended. We agree.

Whether a meeting of the minds occurred is a factual question to be determined by the trier of fact, as is whether a contract existed. Durgin v. Pillsbury Lake Water Dist., 153 N.H. 818, 821 (2006). For a meeting of the minds to occur, the parties must assent to the same contractual terms. Id. That is, the parties must have the same understanding of the terms of the contract and must manifest an intention, supported by adequate consideration, to be bound by the contract. Id. "Mere mental assent is not sufficient; a 'meeting of the minds' requires that the agreement be manifest, based upon an objective standard." Id. (quotation and citation omitted). We will uphold the trial court's finding that the parties had a meeting of the minds unless it is clearly erroneous. Fleet Bank -- NH v. Christy's Table, 141 N.H. 285, 288 (1996).

Based upon our review of the record, we conclude that the trial court's finding that the parties had a meeting of the minds with respect to the April 1, 2006 lease as amended is clearly erroneous. Judged objectively, Rivco did not manifest its assent to the terms of the April 1, 2006 lease as amended.

The record shows, for instance, that the trial court itself acknowledged that the parties left the November 2, 2006 chambers conference without reaching agreement as to the terms of their lease. The court's November 2, 2006 order stated: "If there are disputed issues about the language [of the April 1, 2006 lease as amended] that cannot be resolved by the parties then the court will hold a hearing on the pending Motion to Enforce Settlement, said hearing to be held on November 21, 2006 at 1:00 p.m. The Court will leave it to the parties to inform it as to whether or not said hearing has to be held."

The record further shows that, consistent with this order, Rivco notified both opposing counsel and the court that it did not agree to the April 1, 2006 lease as amended when it filed its November 15, 2006 motion for reconsideration and requested a hearing on 77 Merrimack Street's then pending motion to enforce settlement. Although this motion was filed more than seven days after the November 2, 2006 hearing, it was preceded by a November 6, 2006 letter to opposing counsel in which Rivco's counsel stated: "I cannot respond whether my client intends to execute the April 1, 2006 lease within seven days as [my client] left on a previously scheduled week-long vacation on November 3, 2006, and will not be available until the week of November 13, 2006. We will let you know whether [my client] intend[s] to pursue [its] right to an evidentiary hearing and, if necessary, an appeal to the New Hampshire Supreme Court, prior to November 21, 2006, the date the Court has scheduled for the evidentiary hearing."

Moreover, Rivco expressly stated that it did not understand itself to be bound by the April 1, 2006 lease as amended in its response to 77 Merrimack Street's objection to its motion for reconsideration of the November 2, 2006 order. In that pleading, Rivco stated: "Counsel agreed to review the Lease with her client[ ], but did not understand that the Court would order [her client] to execute the lease if [77 Merrimack Street] accepted all of [Rivco's] proposed changes."

This evidence fails to support a finding that Rivco assented to the terms of the April 1, 2006 lease as amended. Accordingly, we conclude that the trial court erred when it found to the contrary.

Reversed and remanded.

DALIANIS, DUGGAN and HICKS, JJ., ...


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