The defendants brought a motion seeking enforcement of an alleged settlement agreement arising from negotiations following a trademark dispute between competing food businesses.
The plaintiffs argued that the correspondence between counsel constituted only ongoing negotiations and not a finalized settlement.
Applying principles of contract formation governing settlements, the court considered whether there was a mutual intention to create a binding agreement and whether all essential terms had been agreed upon.
The court concluded that the correspondence demonstrated continuing negotiations and unresolved essential terms, including timing for the disposal of inventory.
As there was no meeting of the minds on essential terms, no binding settlement contract was formed and there was nothing for the court to enforce.