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THIRD DIVISION
Filed: 09/30/03

No. 1-03-1064

PRESIDING JUSTICE HOFFMAN delivered the opinion of the court:

Theodore Mavrakis, appeals from a circuit court order requiring him to comply with an oralsettlement agreement the court found he had entered into with Constantinos Piladakis in these relatedactions. For the following reasons, we affirm.

The instant litigation arises out of the ownership and operation of a casino located in Greece. That casino is wholly owned by Theros International Gaming, Inc. (Theros), an Illinois corporation.Mike Rose, Theodore Mavrakis (Mavrakis), and Costas Mavrakis (Costas) have been shareholdersand directors of Theros since its incorporation. On July 14, 1998, Rose initiated this litigation byfiling a complaint, docketed as case number 98 CH 09279, against Mavrakis. Rose later amendedhis complaint, adding as defendants Costas and Theros. In the amended complaint, Rose allegedvarious causes of action, including fraud, breach of fiduciary duties, civil conspiracy, breach of thecorporation's shareholders' agreement, breach of contract, and conversion of corporate funds and alsosought relief pursuant to sections 8.35(b) and 12.56 of the Business Corporation Act of 1983 (805ILCS 5/8.35(b) 5/12.56 (West 1998)).

On March 19, 2002, Mavrakis filed a counterclaim in case number 98 CH 09279, seekingdeclaratory and injunctive relief against Rose, Costas, and Theros, as well as against ConstantinosPiladakis and Sadoula Paleodemou, both of whom recently had been elected to Theros' board ofdirectors.

On August 23, 2002, Piladakis filed a single count complaint, docketed as case number 02CH 15460, against Costas. Subsequently, Piladakis filed an amended complaint which added Roseas a plaintiff and Mavrakis as a defendant and alleged causes of action for breach of fiduciary dutyand breach of contract and sought shareholder remedies pursuant to section 12.56 of the BusinessCorporation Act of 1983 (805 ILCS 5/12.56 (West 2000)).

On September 4, 2002, Mavrakis and Costas each moved separately to consolidate casenumber 02 CH 15460 with case number 98 CH 09279. On September 5, 2002, the motions toconsolidate were denied, but both cases were assigned to the same judge as related cases.

On November 18, 2002, the trial court entered an order scheduling a settlement conferencefor the related cases on December 23 and 24, 2002. Although the record does not contain atranscript of proceedings or a written order from either of those dates, all parties to this appeal agreethat the settlement conference took place as scheduled.

On January 21, 2003, Piladakis filed a "Motion to Enter and Enforce the Stipulated SettlementAgreement." In that motion, Piladakis alleged that, on December 24, 2002, he and Mavrakis "enteredinto a 'hand shake' agreement to settle their disputes" and that the "precise terms and details of theagreement reached" were "to be memorialized in writing and presented to the Court for its approvalon January 23, 2003." He further alleged that, by January 20, 2003, "both parties had agreed to allthe material terms in the Agreement" but that, nonetheless, Mavrakis thereafter refused to sign awritten agreement.

Mavrakis responded to Piladakis' motion, denying that the parties had reached a settlementagreement on December 24, 2002. He asserted instead that, on that date, the parties left the court'schambers "recognizing that it was essential that they enter into a written understanding in order toresolve numerous essential terms that had yet to be addressed."

On March 12, 2003, the trial court entered a written order granting Piladakis' motion toenforce the settlement agreement "for the reasons stated on the record in open court." The transcriptof the proceedings from that date reveals that, in ruling on the motion, the trial judge stated that"extensive pretrial settlement conferences" had been conducted on December 23 and 24, 2002, in hischambers. According to the judge, "at times" the attorneys for all parties, including Costas and Rose,were present and "at times" Piladakis, Mavrakis, and Rose themselves were present in chamberswhile the conference was taking place. The judge acknowledged that he was not present during allof the settlement conference but, nonetheless, found that an agreement had been reached "as to theessential terms of a settlement between Constantinos Piladakis and Theodore Mavrakis." He statedas follows:

"[T]hose terms were repeated by the Court in the presence of counsel for Piladakisand Theodore Mavrakis as well as Theodore Mavrakis himself. It was agreedbetween counsel that a written agreement would be prepared, but at the Court'sinsistence both sides agreed that a settlement had been reached, subject only tocontingency set forth within the terms of the agreement itself. "

The trial judge went on to set forth the terms of which the parties' settlement agreement consisted. According to the judge, the settlement agreement provided, inter alia, that: (1) the settlement willresolve all claims between Mavrakis and Piladakis; (2) upon the receipt of an approval from theCasino Commission of Greece, Mavrakis will sell all of his shares of Theros stock to Piladakis for thesum of $9 million, which amount is payable in a series of installment payments due over a period of20 months; (3) Mavrakis and Piladakis will both cooperate in seeking the requisite approval from theCasino Commission of Greece; (4) Mavrakis will release all of his claims against Rose; and (5)Piladakis will secure a release of Rose's claims against Mavrakis. For our purposes, it is not necessaryto set forth the remainder of the terms enumerated by the trial judge. The judge ordered that theparties "without unnecessary delay *** initiate the action called for under the agreement." Mavrakisthen brought the instant appeal pursuant to Supreme Court Rule 307(a)(1) (188 Ill. 2d R. 307(a)(1)).

Before the trial court, Mavrakis argued that the parties did not reach a settlement agreementduring the settlement conference conducted on December 24, 2002. On appeal, however, Mavrakisdoes not contest the trial court's finding that, on that date, the parties reached an oral agreement asto the terms enumerated by the court in its March 12, 2003, ruling. Rather, Mavrakis asserts that thetrial court erred in ordering the parties to perform under that oral agreement because: (1) theagreement is lacking in certain material terms and, as such, does not constitute a contract; and (2)even if the oral settlement agreement does constitute a contract, it is unenforceable because it violatessection 1 of the Frauds Act (740 ILCS 80/1 (West 2000)).

We will begin by addressing Mavrakis' contention that the parties' settlement agreement doesnot contain enough material terms to constitute a contract. Specifically, Mavrakis alleges that thesettlement agreement leaves unresolved the following terms, which he maintains are material to theformation of a contract: (1) when the closing on the sale of Mavrakis' shares of stock to Piladakis willtake place; (2) when the releases to be given by Piladakis and Rose to Mavrakis will be executed; and(3) the consequences of a default by Piladakis.

A settlement agreement is in the nature of a contract and is governed by principles of contractlaw. Solar v. Weinberg, 274 Ill. App. 3d 726, 731, 653 N.E.2d 1365 (1995); James v. LifelineMobile Medics, Nos. 4-02-0972 and 4-02-1069 (cons.) (Ill. App. June 30, 2003). "[I]n order for avalid contract to be formed, an 'offer must be so definite as to its material terms or require suchdefinite terms in the acceptance that the promises and performances to be rendered by each party arereasonably certain.' (J. Williston, Contracts