## Facts

- James A. Hardman owned approximately 19 acres securing a real estate lien note payable to Raymond D. Dault.
- After Hardman defaulted, Dault initiated nonjudicial foreclosure under a deed of trust.
- Hardman sued to stop the foreclosure; Dault counterclaimed to enforce the note and foreclose a vendor’s lien.
- The trial court ordered mediation; on December 16, 1996, mediation succeeded and the parties signed a written settlement memorandum.
- The memorandum provided for mutual dismissals with prejudice, Hardman’s payment of $50,000 over ten years at 8.5% compounded interest (secured by the property) with specified payment and acceleration terms, each side paying its own costs and attorney’s fees, and “final documents to be signed by 1-1-97.”
- Dault tendered final documents on December 30, 1996; Hardman refused to sign.
- Dault amended his counterclaim to enforce the settlement and moved for summary judgment; the trial court granted summary judgment enforcing the settlement and awarded attorney’s fees to Dault.
- Hardman appealed, arguing the memorandum was not a binding contract and that he was entitled to a jury trial on attorney’s fees.

## Issues

1. Whether the mediated settlement memorandum was an enforceable contract, or whether signing later “final documents” was a condition precedent to contract formation.
2. Whether the trial court erred by denying Hardman a jury trial on the amount of attorney’s fees awarded to Dault.

## Decision

- The court affirmed enforcement of the settlement agreement.
- The court held the memorandum contained all essential terms and was clear and unambiguous, permitting enforcement as a matter of law.
- The court rejected Hardman’s condition-precedent argument, concluding the “final documents” provision set an implementation deadline rather than a prerequisite to contract formation.
- The court reversed the attorney’s-fees award and remanded for a new trial on attorney’s fees because Hardman timely demanded a jury.

## Legal Principles

- Settlement agreements are interpreted under ordinary contract principles, with intent derived from the instrument’s language.
- If a settlement’s terms are clear and unambiguous, enforceability may be decided as a matter of law, including by summary judgment.
- A condition precedent requires clear contractual language showing the parties intended an event to occur before an obligation becomes enforceable; courts will not infer such a condition absent explicit conditional wording.
- An agreement may be binding even if the parties contemplate later execution of more formal documents, where essential terms are already agreed.
- When a party timely requests a jury and pays the fee, fact issues such as the amount of recoverable attorney’s fees must be tried to a jury.

## Conclusion

The court enforced the mediated settlement memorandum because it included all essential terms and the reference to later “final documents” did not prevent contract formation, but it reversed and remanded the attorney’s-fees award because Hardman was entitled to a jury trial on that issue.


Hardman v. Dault, 2 S.W.3d 378 (Tex. App.—San Antonio 1999)