This opinion will be unpublished and

may not be cited except as provided by

Minn. Stat. § 480A.08, subd. 3 (2000).








Annette Henricy,

n/k/a Annette Zender,





Thomas Boettcher and

Autohaus of Minneapolis, Inc.,




Filed August 21, 2001

Affirmed as modified

Crippen, Judge



Hennepin County District Court

File No. EM9518747



Jeffrey M. Ellis, Jeffrey M. Ellis, PLLC, 331 Ridgewood Avenue, Suite B, Minneapolis, MN  55403 (for respondent)


Konstandinos Nicklow, Meshbesher & Spence, Ltd., 1616 Park Avenue, Minneapolis, MN  55404 (for appellants)



            Considered and decided by Toussaint, Chief Judge, Anderson, Judge, and Crippen, Judge.

U N P U B L I S H E D   O P I N I O N


            This is an appeal from the trial court order enforcing a settlement agreement between the parties.  We affirm as modified.


            This appeal arises out of an employment-related lawsuit.  In 1996, the parties reached a mediated settlement, and the trial court issued an order enforcing the settlement.  In relevant part, the agreement required appellants to guarantee a $100,000 mortgage for respondent and required the parties to maintain confidentiality as to the terms of the settlement and the allegations made in the lawsuit.  Nonetheless, even after several amended orders were issued, the parties still disputed the settlement terms.  In 1998, they entered into a settlement agreement removing appellants’ obligation for the mortgage and substituting a provision in which appellants agreed to pay respondent $80,000, in $20,000 payments each year for a four-year period.  This settlement agreement provided that its terms would remain confidential.

            Appellants did not make the August 1, 1999, payment required under the 1998 settlement agreement, claiming that respondent had repeatedly violated the confidentiality provisions contained in the 1996 order.  Respondent moved to enforce the settlement agreement, and the court ordered appellants to pay $20,000 to the court administrator for the August 1, 1999, payment, “to be held until the litigation between the parties is concluded.”  Appellants then failed to make the $20,000 payment due on August 1, 2000.

            In September 2000, appellants sued respondent in Illinois, where both parties then resided, claiming respondent had breached the confidentiality agreement and had defamed them.  In Minnesota, respondent again moved to enforce the 1998 settlement agreement.  Appellants argued that respondent breached the 1996 confidentiality provisions, relieving them of their obligation to make payments under the 1998 settlement agreement, while respondent argued that appellants’ obligation to make the payments under the 1998 settlement agreement was independent from the 1996 provisions.  The trial court determined that the 1996 order and 1998 settlement agreement created a payment obligation that superceded the earlier obligation to guarantee a mortgage. It ordered judgment against appellants for $20,000 and ordered that the $20,000 held in escrow for the August 1, 1999, payment be released to respondent.[1]  It also ordered appellants to execute confessions of judgment for the remaining payments due. 


            An appellate court conducts de novo review of the construction of an unambiguous contract.  Stowell v. Cloquet Co-op Credit Union, 557 N.W.2d 567, 571 (Minn. 1997).

            Appellants contend primarily that the trial court erred in ruling that the confidentiality language in the 1996 order is separate from and not adopted by the 1998 settlement agreement.  They are concerned that the trial court order may be construed as having a res judicata effect on their Illinois lawsuit, damaging their claim that respondent breached the provisions in the 1996 order by disclosing confidential information.  Respondent agrees that the trial court order on appeal should not preclude the breach claim in the Illinois lawsuit and that the ruling that the two orders are separate respecting confidentiality need not be part of the trial court order.  In effect, both parties agree to the trial court order, absent the court’s attached memorandum and paragraph five in the court order adopting the memorandum, and with the additional provision that nothing in the Minnesota court orders should diminish the right of appellants to assert their breach of contract claim in Illinois.  We uphold this agreement, which disposes of the principal dispute in these proceedings.

            Finally, appellants dispute that they should be required to make the $80,000 in payments pursuant to the 1998 settlement agreement before completion of their Illinois lawsuit.  Appellants have not asserted an issue on appeal challenging their liability for the $80,000 under the 1998 settlement agreement or explained why relief on the claim may lawfully be delayed.

            Affirmed as modified.


[1]  While the parties dispute whether the judgment for $20,000 is the same $20,000 that the court ordered held in escrow, there is no dispute that appellants’ total liability is $80,000.