## Facts

- J.H. accused Emil Brown, a professional baseball player, of sexual assault in January 2007.
- J.H., through counsel, sent a demand letter offering to settle for $575,000 in exchange for a release and indicating litigation and publicity would follow if no settlement occurred.
- Brown retained counsel; the parties mediated on March 6, 2007 without reaching a final agreement and continued negotiating by correspondence and draft agreements.
- Negotiations focused not only on payment terms but also on confidentiality and the specific content of a letter from J.H. addressing her allegations; Brown sought language disclaiming harm and repudiating accusations.
- On March 26, J.H. sent a draft agreement listing proposed essential terms, including confidentiality and payment terms.
- On March 30, Brown responded by accepting some terms while changing and conditioning others, including conditioning confidentiality on agreement to specific language.
- On April 2, J.H. asserted a settlement existed but proposed that if Brown defaulted she could sue and would not be bound by confidentiality; Brown responded that default consequences and confidentiality depended on contract language not yet agreed.
- On April 9, Brown communicated a “final offer.”
- On April 11, J.H. rejected that final offer while still asserting an earlier binding settlement existed.
- On April 12, J.H. attempted to accept the previously rejected final offer; Brown refused and denied any agreement.
- J.H. sued for breach of an alleged settlement agreement; after a bench trial, the circuit court found J.H. failed to prove an enforceable settlement because essential terms remained unsettled.
- J.H. appealed, arguing she proved assent to all essential terms by clear and convincing evidence.

## Issues

1. Whether J.H. proved by clear, convincing, and satisfactory evidence that the parties formed an enforceable settlement agreement despite unresolved confidentiality and letter terms.
2. Whether the March 30–April 2 exchanges created mutual assent to all essential terms or instead reflected counteroffers and continued negotiation.
3. Whether J.H.’s April 12 communication could accept Brown’s earlier “final offer” after J.H. rejected it on April 11.

## Decision

- The Missouri Court of Appeals affirmed the judgment for Brown.
- The court held substantial evidence supported the trial court’s finding that confidentiality and the content of J.H.’s letter were essential terms and were never mutually agreed.
- The court held the March 30–April 2 communications showed conditional acceptances and ongoing negotiation, not a definite agreement.
- The court held J.H.’s April 11 rejection terminated any power to accept the final offer; the April 12 attempt to accept operated, at most, as a new offer that Brown did not accept.

## Legal Principles

- A settlement agreement is a contract requiring mutual assent to all essential terms.
- The party seeking to enforce an alleged settlement bears the burden to prove the agreement and its terms by clear, convincing, and satisfactory evidence.
- A response that varies, conditions, or adds essential terms is a counteroffer rather than an acceptance; without assent to every essential term, no contract is formed.
- Essential terms may include non-monetary provisions such as confidentiality requirements and specific reputational-protection language, depending on the parties’ demonstrated priorities.
- Rejection of an offer terminates the offeree’s power of acceptance; a later purported acceptance is a new offer that the original offeror may reject.
- Whether terms are essential and whether the parties assented are factual questions reviewed deferentially on appeal when supported by substantial evidence.

## Conclusion

The court affirmed the finding that no enforceable settlement contract existed because the parties never reached agreement on essential confidentiality-related provisions, including the specific language of J.H.’s letter, and J.H.’s later attempt to accept a rejected final offer could not create a contract without Brown’s assent.


J.H. v. Brown, 331 S.W.3d 692 (Mo. Ct. App. W.D. 2011)