This case concerns the enforceability of a settlement agreement negotiated between counsel to the parties and announced to the trial judge in open court. The trial court held that the material terms of the settlement agreement were vague, indefinite and uncertain, rendering the agreement unenforceable. The trial court also granted the defendants’ petition to cancel the notice of lis pendens filed by the plaintiff in connection with the settlement agreement. For the reasons discussed below, we conclude that the settlement agreement was enforceable as a matter of law and reverse the trial court’s rulings. On appeal from a trial court’s order on a motion to enforce a settlement agreement, “we apply a de novo standard of review, viewing the evidence in a light most favorable to the nonmoving party.”1 So viewed, the record shows that plaintiff-appellant Triple Eagle Associates, Inc. “Triple Eagle” entered into an agreement to purchase multiple parcels of unimproved land located in Union County for $28,500,000. The defendants-appellees are a group of companies “Seller Defendants” that agreed to sell and convey certain parcels of property to Triple Eagle under a purchase agreement.2 Per the terms of this agreement, Triple Eagle deposited $1,500,000 of earnest money into an escrow account, $500,000 of which was to be used to close on one parcel of the property referred to as the “Frontage Property,” and $1,000,000 of which was to be applied to the subsequent closing on the remaining parcels referred to as the “Development Property.”
The parties closed on the Frontage Property, but were unable to close on the Development Property. The amended purchase agreement provided that if the closing on the Development Property did not occur by a specific date, title to the Frontage Property would then revert to the Seller Defendants, and that this right of reversion would be the “sole and exclusive remedy . . . as full liquidated damages.” When the closing on the Development Property did not occur by the required date, title to the Frontage Property reverted to the Seller Defendants, but the Seller Defendants also requested and received the remaining $1,000,000 in earnest money from the escrow agent notwithstanding the foregoing remedy limitation.
