Michael Bacon v. Shonda Griffin

OCR transcription for search; preserved printed pages are authoritative

IN THE COURT OF COMMON PLEAS FOR THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY

MICHAEL BACON,
Plaintiff,
C.A. No.: CPU4-22-001314

Vv.

SHONDA GRIFFIN,

Defendant.

MEMORANDUM OPINION AND ORDER

This matter arose from a dispute regarding rental revenue generated from real
property co-owned by Plaintiff Michael Bacon and Defendant Shonda Griffin as
tenants in common. Upon a thorough review of this case’s long and winding
procedural history, riddled with incongruity regarding the status of the parties’
settlement efforts, the Court scheduled the matter for a hearing on November 24,
2025, to determine the status of the case.

At the hearing, Mr. Bacon acknowledged the existence of a settlement
agreement between the parties but expressed his desire to proceed to trial. Ms.
Griffin asked that the settlement agreement be enforced. At the conclusion of the
hearing, the Court requested documents pertaining to the alleged settlement
agreement and reserved decision as to the agreement’s enforceability. This is the

Court’s final decision and order.

FACTUAL AND PROCEDURAL HISTORY

On June 14, 2022, Mr. Bacon initiated this litigation to recover rental
payments made by third parties on a property jointly owned by Mr. Bacon and Ms.
Griffin as tenants in common (the “Property”). A scheduling conference was held
on October 26, 2022, during which the case was scheduled for trial on April 12,
2023, and was referred to mediation.

In October 2022, prior to their scheduled mediation, the parties drafted an
initial agreement detailing the terms by which the Property would be sold and related
profits divvied up (the “October Terms”).

On February 2, 2023, the parties engaged in mediation, through which they
finalized the terms of their settlement, amending certain provisions of the October
Terms in a separate document (the “February Amendment”); conjointly, the October
Terms and the February Amendment constituted the parties’ entire settlement
agreement (collectively, the “Agreement”).

The February Amendment detailed specific terms regarding the sale of the
Property and related financial obligations. It provided that Ms. Griffin would pay
for property taxes up to September 2022, and Ms. Griffin would pay 37.5% of Mr.
Bacon’s attorney’s fees up to $1,850. Importantly, the February Amendment also
contained a clause governing the retention of a realtor for the sale (“Provision 4”),

which provided that Ms. Griffin would “report the name of a Realtor” to Mr. Bacon’s

legal counsel no later than February 9, 2023; in turn, Mr. Bacon agreed “that the
contract for said Realtor will be signed . . . at an agreed date and time” at his
attorney’s office.

On April 11, 2023, Mr. Bacon filed a letter with the Court in which he advised
that “[aJn agreement was reached on February 2, 2023, during mediation,” and
requested that the upcoming trial date be continued as the parties were “working
together to meet the conditions of the agreement.” The Court granted the request
and trial was rescheduled for July 25, 2023.

The parties appeared before the Court on July 25, 2023, for the scheduled trial.
Ms. Griffin advised that the parties had reached an agreement in mediation and that
she had fulfilled her obligations thereunder. Mr. Bacon did not dispute the existence
of the Agreement, but claimed the agreement reached was “not satisfactory to [his]
side,” and thus he was “ready for trial.” Based on the parties’ apparent discord on
the status of settlement and their trial expectations, the Court rescheduled the matter
for a status conference on January 25, 2024,! and ordered the parties to meet and
confer regarding their settlement agreement.

On January 25, 2024, the parties appeared for the status conference, at which

they confirmed that an agreement had been reached through mediation. However,

' The status conference was originally scheduled for September 26, 2023, but was rescheduled on
the Court’s initiative.

3

despite the apparent resolution of Mr. Bacon’s claims, a formal dismissal was never
filed. Consequently, the case remained opened and, eventually, a new trial date was
docketed; the parties were noticed to appear for trial on July 25, 2024.

On July 25, 2024, the parties appeared for trial, during which Ms. Griffin
again asserted that the parties had entered a settlement agreement, the terms of which
she had already satisfied. She argued that Mr. Bacon failed to perform under
Provision 4 in that he refused to execute a contract with the licensed realtor she
selected, despite the Agreement not providing for Mr. Bacon’s consent or approval
in the realtor selection process. Mr. Bacon countered that he declined to sign the
realtor contract because the selected realtor was Ms. Griffin’s friend who was
allegedly unfamiliar with the real estate market in Wilmington.” The Court inquired
into the possibility of Ms. Griffin simply selecting a different realtor, but she
declined as she believed she was not obligated to do so and she believed Mr. Bacon
would not accept any realtor she chose. Ultimately, the Court continued the case to
October 24, 2024, to allow for resolution of the case as provided by the Agreement.

On October 22, 2024, two days before the rescheduled trial date, counsel for
Mr. Bacon moved to withdraw. The request was granted the same day.

The parties appeared for trial as scheduled on October 24, 2024. Ms. Griffin

reasserted her position that a settlement agreement had been reached but, given the

2 Mr. Bacon also took issue with the selected realtor’s year-long listing term.
4

recent departure of Mr. Bacon’s legal counsel, the Court declined to consider any
substantive issues and afforded Mr. Bacon thirty days to retain new counsel.

Thereafter, Mr. Bacon retained new counsel, and the case continued down an
arduous procedural path until it was finally scheduled for trial on October 23, 20253
Shortly before the trial date, the case was reassigned to this Judicial Officer. After
a thorough review of this long and winding procedural history and the lack of clarity
regarding the parties’ oft-referenced settlement agreement, the Court scheduled the
matter for a control hearing on November 24, 2025, in lieu of trial.

At the November 24, 2025, control hearing, Ms. Griffin reiterated her position
that Mr. Bacon’s claims had been resolved by the Agreement. She recounted that
she had satisfied her obligations under the Agreement, although Mr. Griffin had yet
to perform as required under Provision 4 as he refused to sign the realtor contract.
Mr. Bacon did not dispute the existence of the Agreement or his failure to perform
under Provision 4 but insisted that Ms. Griffin was not cooperating with his efforts
to resolve the realtor issue. The Court advised that Ms. Griffin’s argument would
be construed as a Motion to Enforce the parties’ settlement agreement; the parties

did not object, and the Court took the matter under advisement.

3 It appears that, after the October 24, 2024, trial date, the matter was noticed for a scheduling
conference rather than a new trial. After a few reschedulings, the conference went forward on
May 2, 2025; during the conference, the case was again scheduled for trial.

5

DISCUSSION

Delaware courts favor resolution of legal disputes through settlement
negotiation and will enforce such agreements as contracts.* The party seeking to
enforce an agreement bears the burden of proving the existence of a contract by a
preponderance of the evidence, by demonstrating: “(1) the intent of the parties to be
bound by the agreement; (2) the agreement contains sufficiently definite terms; and

> Importantly, where a motion for enforcement is

(3) the parties’ consideration.”
granted, the parties are bound by its terms.

In analyzing whether an agreement existed between the parties, the Court must
adhere to the objective theory of contracts, which requires an examination of the

parties’ overt manifestation of assent.© This objective theory “does not invite a tour

through [a party's] cranium, with [the party] as the guide.”

4 Delphi Petroleum, Inc. v. Magellan Terminal Holdings, L.P., 2020 WL 1972857, at *5 (Del.
Super. Ct. Apr. 23, 2020) (citing Schwartz v. Chase, 2010 WL 2601608, at *4 (Del. Ch. June 29,
2010)); Leonard v. Univ. of Delaware, 204 F.Supp.2d 78, 787 (D.Del.2002) (“[I]t is well-settled
that the court ‘has jurisdiction to enforce a settlement agreement entered into by the parties in a
case currently pending before it’”)(quoting Liberate Technologies LLC v. Worldgate Comm‘ns,
Inc., 133 F.Supp.2d 357, 358 (D.Del.2001))

5 Cap. One, N.A. v. Bachovin, 2017 WL 6618835, at *1 (Del. Super. Ct. Dec. 27, 2017) (citing
Stone Creek Custom Kitchens & Design v. Vincent, 2016 WL 7048784, at *3 (Del. Super. Ct. Dec.
2, 2016) (quoting Sheets v. Quality Assured, Inc., 2014 WL 4941983, at *2 (Del. Super. Sept. 30,
2014)).

© Delphi Petroleum, Inc., 2020 WL 1972857, at *5 (citing Schwartz, 2010 WL 2601608, at *4).

1 Fisher Dev. Corp. v. Tigani, 2021 WL 1346526, at *3 (Del. Com. Pl. Apr. 9, 2021), aff'd sub
nom. Tigani v. Fisher Dev. Co., 2022 WL 1039969 (Del. Super. Ct. Apr. 6, 2022) (citing
Progressive Intern. Corp. v. E.I. Du Pont de Nemours & Co., 2002 WL 1558382, at *7 (Del. Ch.
July 9, 2002) (quoting E. ALLAN FARNSWORTH, FARNSWORTH ON CONTRACTS § 3.6

(2d ed. 2000)).

1. The Parties Intended to be Bound by the Terms of the Agreement
In the case at bar, there is ample evidence to conclude that the first prong—
intent to be bound—is easily satisfied. Both parties have repeatedly expressed
throughout this litigation that they entered the Agreement,® and that vocalized intent
was manifested in the execution of the Agreement.’ As such, the Court is satisfied
that the parties intended to be bound by the Agreement.
2. The Agreement Contains Sufficiently Definite Terms
Next, the Court must decide whether the Agreement contains sufficient
material terms to conclude that an enforceable contract exists.!° Materiality of a
purported contract’s terms is “determined on a case-by-case basis depending on the
subject matter of the agreement and on the contemporaneous evidence of what terms
the parties considered essential.”!! In evaluating whether an agreement contains all
essential terms, courts consider “all the surrounding circumstances, including the

course and substance of the negotiations, prior dealings between the parties,

8 Mr. Bacon confirmed that he entered the Agreement on a minimum of five separate occasions;
in his April 11, 2023, letter; in court on the July 25, 2023, trial date; at the January 25, 2024, status
conference; in court on the July 25, 2024, trial date; and, at the November 24, 2025, control
hearing. Ms. Griffin asserted her position that the parties had entered the Agreement on every
occasion that she appeared before the Court.

9 Eagle Force Holdings, LLC v. Campbell, 187 A.3d 1209, at 1230 (Del. 2018)(‘‘where the putative
contract is in the form of a signed writing, that document generally offers the most powerful and
persuasive evidence of the parties’ intent to be bound”).

10 Capano v. State ex rel. Brady, 2003 WL 22227556, at *1 (Del. 2003); Wilmington Hosp., L.L.C.
v. New Castle Cnty. ex rel. New Castle Dep't of Land Use, 788 A.2d 536, 541-42 (Del. Ch. 2001).
\l Shilling v. Shilling, 332 A.3d 453, 463 (Del. 2024) (quoting Eagle Force Holdings, LLC v.
Campbell, 187 A.3d 1209, 1230 (Del. 2018)).

7

customary business practices in the trade or business involved, and the formality and
completeness of the document... that is asserted as culminating and concluding
the negotiations.”!”

In the present case, neither party has identified any material term lacking from
the Agreement. The Agreement identifies clearly the property to be sold, the process
through which it is to be sold, the division of proceeds from the sale, and the
resolution of any taxes owed on the property. The Agreement further provides for
coverage of Mr. Bacon’s attorneys’ fees and specifies the consequent disposition of
Mr. Bacon’s legal claims once all terms are satisfied. Thus, from a completeness
standpoint, the Agreement’s terms are sufficiently complete to support a finding of
enforceability.

Although not expressly challenged as a missing or ambiguous material term,
the thread that has unraveled this otherwise well-knit settlement negotiation is clear:
the realtor retention process set forth in Provision 4. However, the objective theory

of contracts precludes this Court from endeavoring to determine the parties’

subjective intent with regards to Provision 4.'3 Rather, “unambiguous written

!2 Leeds y. First Allied Connecticut Corp., 521 A.2d 1095 (Del. Ch. 1986).

'3 Progressive Intern. Corp. v. E.I. Du Pont de Nemours & Co., 2002 WL 1558382, at *2 (Del.
Ch. July 9, 2002)(quoting E. ALLAN FARNSWORTH, FARNSWORTH ON CONTRACTS
§ 3.6 (2d ed.2000)).

agreements should be enforced according to their terms, without using extrinsic
evidence to interpret the intent of the parties.”!*

To find ambiguity in Provision 4 would be contrary to the provision’s plain
language. The provision imposes two clear obligations: (i) that Ms. Griffin name a
realtor and (ii) that Mr. Bacon and Ms. Griffin enter a contract with that selected
realtor. Notably, Mr. Bacon had the benefit of legal counsel in negotiating this
provision. Ms. Griffin did not. Mr. Bacon could have chosen to included language
affording himself veto power in the realtor selection process. He did not. To the
contrary, the Agreement vests all realtor selection power in Ms. Griffin.
“Sophisticated parties are bound by the unambiguous language of the contracts they
sign.”!5 As such, although perhaps now “not satisfactory” to Mr. Bacon,'° Provision
4 is an unambiguous term of the wholly enforceable Agreement.

3. Parties’ Consideration
Consideration is defined as “a benefit to a promisor or a detriment to a

promisee pursuant to the promisor’s request.'7 Delaware courts limit their

consideration inquiries to the existence of consideration, rather than to its fairness or

14 LU. North America, Inc. vy. A.LU Ins. Co., 896 A.2d

\5 Progressive Intern. Corp. v. E.I. Du Pont de Nemours & Co., 2002 WL 1558382, at *7 (Del.
Ch. July 9, 2002).

16 See infra p. 3.

'7 Cigna Health & Life Ins. Co. v. Audax Health Sols., Inc., 107 A.3d 1082, 1088 (Del. Ch. 2014)
(quoting Cont'l Ins. Co. v. Rutledge & Co., 750 A.2d 1219, 1232 (Del.Ch.2000)).

9

adequacy.'® Here, consideration was provided as the parties agreed to resolve the
matter without further litigation in exchange for selling the Property, sharing the
costs and proceeds of said sale, and Ms. Griffin’s payment of back taxes and a
portion of Mr. Bacon’s attorney’s fees.

CONCLUSION

Having found that the parties intended to be bound, that the Agreement
contained sufficiently definite terms, and that consideration existed between the
parties, the Court finds that Ms. Griffin has satisfied her burden of proving the
existence of an enforceable agreement. Therefore, the parties are bound by the
Agreement; if either party fails to honor their obligations under the Agreement, the
other party is free to pursue a breach of contract claim in a separate action.

Accordingly, the Motion to Enforce is GRANTED, and the case is
DISMISSED.

IT IS SO ORDERED THIS 29" DAY OF JANUARY, 2026

18 Cox Commc'ns, Inc. v. T-Mobile US, Inc., 273 A.3d 752, 764 (Del. 2022) (citing Osborn ex rel.
Osborn v. Kemp, 991 A.2d 1153, 1159 (Del. 2010)).

10