Bridge City Fam. Med. Clinic v. Kent & Johnson, LLP

A term can become part of a contract even if someone does not expressly manifest assent to the specific term if the other party could reasonably have understood that term to have been accepted. Contracts can include both what has been stated and what is necessarily to be implied from what has been stated.

Bridge City Medical Clinic (Bridge City) appealed the trial court’s judgment of dismissal. Defendants Kent and Johnson LLP (KJ) represented Bridge City in an arbitration. Bridge City then contacted the KJ’s malpractice insurer because they were unhappy with the outcome of the arbitration. A representative of the insurer, Schafer, and the Bridge City’s president, Bunker exchanged multiple emails regarding a settlement. The email began with a request to settle for forty thousand dollars and, after a great deal of negotiation, Schafer accepted Bunker’s offer of nineteen thousand dollars. Bunker then sought counsel who replied that Bunker would not like to settle for that amount. When Bridge City sued, KJ filed a summary judgment motion which was granted because a binding settlement agreement had been reached. The Court reviewed the decision to grant KJ’s motion for summary judgment in the light most favorable to the nonmoving adverse party. The Court deemed the exchange between Bunker and Schafer to have been a negotiation comprising offers and counteroffers. The Court determined that a reasonable person would have considered Bunker’s statement that she would “be willing to settle this for $19,000” to be an offer. Schafer’s acceptance of this offer therefore constitutes a binding settlement agreement. Affirmed.