Subdivision developers filed motion seeking court enforcement of mediated memorandum of understanding (MOU) and alleged settlement agreement regarding town’s obligation to accept maintenance of subdivision streets.
The District Court granted the motion, and town appealed.
The Supreme Court held that:
- Town council was not a “person” protected by the state constitution’s open meetings provision from its own non-compliant conduct;
- MOU did not obligate developers to provide a geotechnical investigation of roadway section thickness and was not based on either a mutual mistake of fact or a qualifying unilateral mistake of fact made by town;
- MOU completely and accurately stated the parties’ complete agreement regarding the matters expressly referenced therein;
- MOU satisfied all essential requirements for valid contract formation, even if parties did not ultimately agree on the terms of a contemplated final settlement agreement; and
- Genuine issue of material fact as to whether town council approved terms of MOU, which was a condition precedent to it being binding and enforceable, precluded summary judgment for developers.