CASE FACTS: The Visiting Nurse Association of St. Louis (VNASL) brought suit against VNAHealthcare, Inc. (VNAH). VNASL prayed for an injunctive relief on various claims of state trade name infringement. Suit was brought in the United States District Court for the Eastern District of Missouri. The

United States District Court, after determining that the trade name, so-called was generic and therefore not legally protected, denied any injunctive relief to VNASL. Before its ruling, the court refused VNASL's request to enforce a purported settlement agreement between the parties on the grounds that the parties had not reached a "meeting of the minds." The United States District Court held that the parties had not entered into a binding contract. VNASL appealed the United States District Court's decision.

COURT'S OPINION: The United States Court of Appeals, Eighth Circuit, vacated the judgment of the United States District Court and remanded the case back to it with instructions to "enforce the settlement agreement." The court held, inter alia, that all courts must follow the rule that any contract "that can hypothetically be performed within a year is outside the Statute of Frauds, no matter how fanciful the possibility of performance may be. The court also held that if an otherwise unbounded obligation contains a limiting condition that "could" conceivably occur in less than one year, that obligation, or contract, is not within the Statute of Frauds. An oral agreement is unenforceable if the parties to it did not intend to be bound by it until it had been reduced to writing. Any such intent, however, must be clear! The law will not imply the necessity of a writing simply because the parties clearly intend to "memorialize" an otherwise binding contract or agreement. The court held that it would have been clear error for the trial judge to have found that there was an intent to delay the legal effect of the agreement. When the parties completed their original oral negotiations, they thought that they had reached an agreement, and they contacted the United States District Court to cancel a pending hearing because they believed that the case had been settled. There was simply no evidence tending to show an intent to delay the effect of the agreement until a writing was executed. The court observed that the parties focused their arguments on whether there was a "meeting of the minds" between the two parties. On its face, it can create the impression that a contract is formed only when the parties to it entertain the same subjective views as to its meaning. However, that is not the law! Visiting Nurse Association St. Louis v. VNAHealthcare, Inc., 347 E3d 1052-MO (2003)

Meet the Editor & Publisher: A. David Tammelleo, JD, is a nationally recognized authority on health care law. Practicing law for over 40 years, he concentrates in health care law with the Providence, R.I., firm of A. David Tammelleo & Associates. He has presented seminars on medical, nursing and hospital law throughout the United States. In addition to his writings as Editor of Medical Law's. Nursing Law's & Hospital Law's Reagan Reports, his legal articles have been published in the most prestigious health law journals. A prolific writer, his thousands of articles, as well as his achievements as an attorney and lecturer, have won him recognition in Martindale-Hubbell's Bar Register of Preeminent Lawyers, Marquis Who's Who in American Law, and Who's Who in America.