Jacob Dotson v. Cia Drug, LLC

majority opinion

RENDERED: SEPTEMBER 24, 2026

TO BE PUBLISHED

Supreme Court of Kentucky

2025-SC-0451-DG

JACOB DOTSON AND MEGAN APPELLANTS DOTSON

ON REVIEW FROM COURT OF APPEALS

V. NO. 2024-CA-1045

ROWAN CIRCUIT COURT NO. 23-CI-90101

CIA DRUG, LLC; JENNIFER APPELLEES ANDERSON; AND JOE ANDERSON

OPINION OF THE COURT BY JUSTICE NICKELL

AFFIRMING

We granted discretionary review to determine whether the video

recording of an oral settlement agreement, the terms of which were not reduced

to writing, is valid and enforceable under the Statute of Frauds, KRS 1 371.010,

and CR 2 99.10. The Rowan Circuit Court determined the agreement was

enforceable, and the Court of Appeals affirmed. Having carefully reviewed the

law, record, and briefs, we affirm the decision of the Court of Appeals, albeit on

different grounds. 3

1 Kentucky Revised Statutes.

2 Kentucky Rules of Civil Procedure.

3 An appellate court may affirm the decision of the trial court on any basis

supported by the record. Bruenger v. Miller, 706 S.W.3d 247, 258 n.10 (Ky. 2024).

FACTS AND PROCEDURAL HISTORY

CIA Drug is a Kentucky Limited Liability Company (“LLC”) that was

organized in December 2012 and originally co-owned by Jennifer and Joe

Anderson (“the Andersons”), along with Janie and Lee Ingram (“the Ingrams”).

Each person owned a 25 percent interest. CIA Drug operates a pharmacy and

sundry store in Morehead, Kentucky, under the name Holbrook Drugs.

In 2019, with the Andersons’ consent, the Ingrams conveyed their

collective 50 percent interest to Megan and Jacob Dotson (“the Dotsons”) 4

through a promissory note and security agreement (the “Ingram debt”)

executed by the Dotsons and Lee Ingram. Lee Ingram received a first priority

security interest in a 50 percent ownership interest in CIA Drug. At this point,

the Andersons and the Dotsons became equal owners.

On March 28, 2023, CIA Drug and the Andersons filed a complaint

against the Dotsons in the trial court. The Dotsons filed an answer and

counterclaim on September 1, 2023. The merits of the various allegations

contained in the complaint and counterclaim are not at issue in the present

appeal.

“An affirmance by the appellate court is, of course, not necessarily an affirmance of the grounds upon which the lower court bases its judgment.” Pepper v. Donnelly, 8 S.W. 441, 443 (Ky. 1888).

4 Megan Dotson and Jacob Dotson each received an individual 25 percent

interest for a collective 50 percent interest

On January 31, 2024, the parties, represented by counsel, engaged in

mediation and entered into a settlement agreement. 5 The mediated settlement

was recorded on video during a Zoom conference call, and the mediator read

the terms aloud, including the following disputed portion:

The parties agreed that Ms. Anderson pays the Dotsons

$350,000.00 - $100,000.00 of that will be paid within 90 days;

$250,000.00 will be financed by Mr. Dotson at an interest rate of

3.75% with the payments being the same amount as the Cooper

loan the company currently has, and payments will begin when

that Cooper loan is paid off in full. Anderson then keeps the

corporation’s assets, its inventory, debts, anything

associated with the corporation.

The parties and the counsel acquiesced to the terms of agreement on the

recording and specifically responded in the affirmative when the mediator

asked whether the terms previously recited represented “the agreement that

we’ve reached” or whether the terms reflected “your agreement.” In addition,

the mediator informed the parties they “could draw up whatever papers you

need to[.]” 6

After the mediation, the Andersons paid two months’ installment on the

Ingram debt. The Andersons deducted that amount from the $100,000 owed to

5 We note that Megan Dotson and Joe Anderson did not appear on the recorded

settlement. However, parties’ judicial declarations at all stages of this litigation signify the absent parties’ grant of authorization to settle or otherwise their intent to ratify the agreement. The implications of Megan Dotson’s absence will be discussed in further detail below.

6 While certain statements and argument of counsel in the record suggest the

parties’ intent to memorialize the terms of the settlement agreement by a later writing, the video recording itself does not refer to any such intention and instead indicates the parties intended to draft “an agreed order of dismissal” and a “mutual release” of pending claims.

the Dotsons and timely tendered $89,626.99 to the Dotsons, who rejected it

and returned it by mail. The Dotsons contended the Ingram debt was a

corporate debt assumed by the Andersons, while the Andersons asserted the

Ingram debt was a personal obligation of the Dotsons. The dispute over the

terms of the settlement agreement persisted, and the Dotsons ceased making

payments on the Ingram debt. In response, the Andersons declined to make

the first payment of $100,000 to the Dotsons, as required by the settlement

agreement.

The parties brought the issue of the disputed settlement before the trial

court for decision, and a confidential hearing was conducted on June 6, 2024.

The Dotsons argued: (1) the agreement was unenforceable because it was

never reduced to writing in violation of the Statute of Frauds and CR 99.10;

and (2) the agreement was invalid because there was no meeting of minds on

the essential term pertaining to the Ingram debt. Conversely, the Andersons

argued the video recording constituted the agreement, the unambiguous terms

of which provided the Ingram debt was personal to the Dotsons and not a

corporate debt to be assumed by them.

In an order entered on August 1, 2024, the trial court held: (1)the

recorded settlement agreement was unambiguous, valid, and enforceable; (2)

the Ingram debt was personal to the Dotsons and not to be assumed by the

Andersons; and (3) the agreement did not violate the Statute of Frauds. The

trial court did not address the applicability of CR 99.10.

The Court of Appeals affirmed and further determined the requirements

of CR 99.10 were satisfied. We granted discretionary review.

LAW AND ANALYSIS

A. Standard of Review

This appeal presents issues of statutory and contractual interpretation,

which are purely matters of law subject to de novo review. Commonwealth v.

Love, 334 S.W.3d 92, 93 (Ky. 2011); Univ. of Ky. v. Regard, 670 S.W.3d 903,

911 (Ky. 2023). Thus, “the [legal] conclusions reached by the lower courts are

entitled to no deference.” 7 Love, 334 S.W.3d at 93; 19 Griffin Terry Sumner &

Jason P. Renzelmann, Ky. Prac., Appellate Prac. § 4:3 (2026).

In interpreting statutes and contracts, a court endeavors to “constru[e]

the intent of the legislature or the intent of the parties[.]” Crouch v. Crouch,

201 S.W.3d 463, 465 (Ky. 2006). Where the language of statutes and contracts

is plain and unambiguous, we will enforce them according to their terms. Id.

However, if the meaning is ambiguous or doubtful, we must resort to the wellestablished principles of statutory and contractual interpretation. Id.

B. Settlement Agreement Did Not

Violate Statute of Frauds

The Dotsons first argue the Statute of Frauds bars enforcement of the

settlement agreement because there is no writing signed by the party to be

charged. Conversely, the Andersons primarily contend the video recording

7 Having determined to conduct de novo review, we decline to separately

address the Dotsons’ claim that the Court of Appeals applied the incorrect standard of review to questions of law.

satisfies the writing requirements of the Statute of Frauds because the

agreement conforms to the provisions of the UETA 8, KRS 369.101-369.120.

At the outset, the Dotsons assert the applicability of the UETA is not

properly before this Court because the Andersons failed to raise the issue

below. We disagree.

“Once a . . . claim is properly presented, a party can make any argument

in support of that claim; parties are not limited to the precise arguments they

made below.” Gasaway v. Commonwealth, 671 S.W.3d 298, 313 (Ky. 2023)

(quoting Yee v. City of Escondido, 503 U.S. 519, 534 (1992)). “Indeed,

‘appellate review . . . is to be conducted in light of all relevant precedents, not

simply those cited to, or discovered by’ the trial court.” Id. at 314 (quoting

Elder v. Holloway, 510 U.S. 510, 512 (1994)). The duty of a court to accurately

state and apply the law pertains equally to the legal effect of governing statutes

and rules. 9 Wiley v. Masonic Homes of Ky., Inc., 694 S.W.3d 322, 329 (Ky.

2024).

While it does not appear the Andersons specifically relied upon the UETA

in the proceedings below, and the lower courts did not base their respective

decisions on same, we are nevertheless convinced the issue of whether an

8 Uniform Electronic Transactions Act.

9 The duty and ability of an appellate court to accurately state the law in

relation to a raised claim is distinct from the situation where an appellate court invokes unraised claims and defenses sua sponte. Compare Gasaway, 671 S.W.3d at 313 (explaining appellate review must be conducted in light of all relevant legal authority) with Norton Healthcare, Inc. v. Deng, 487 S.W.3d 846, 852 (Ky. 2016) (holding appellate court should not attempt to “rescue” parties from dismissal by invoking unraised claims or defenses).

electronic recording satisfies the Statute of Frauds was properly raised before

the trial court. In reply to the Dotsons’ invocation of the Statute of Frauds in

their brief before the trial court, the Andersons claimed, “The video is the

parties[’] agreement, is accurate, and shows their affirming the agreement with

their verbal acquiescence.” Thus, the Andersons positively identified the

nature of their claim, and we are not constrained by any “rule of court or

constitutional provision” to ignore a “fundamental basis of decision,” Mitchell v.

Hadl, 816 S.W.2d 183, 185 (Ky. 1991), or otherwise “perpetuate an erroneous

interpretation of the law.” Commonwealth v. Andrews, 448 S.W.3d 773, 777

n.3 (Ky. 2014).

The Dotsons further cite Gasaway for the proposition that the

Andersons’ failure to cite the UETA below limits the ability of this Court to

affirm for any basis supported by the record. 671 S.W.3d at 320. However, the

context of Gasaway in this specific respect involved the inability of the

Commonwealth, in a criminal case, to raise a claimed exception to the warrant

requirement for the first time on appeal. Id. Thus, this aspect of Gasaway is

distinguishable, and we are further persuaded the applicability of the UETA is

properly before this Court.

Turning to the merits of the present appeal, Kentucky’s Statute of Frauds

provides in pertinent part:

No action shall be brought to charge any person . . . [u]pon any

agreement that is not to be performed within one year from the

making thereof . . . unless the promise, contract, agreement,

representation, assurance, or ratification, or some memorandum

or note thereof, be in writing and signed by the party to be charged

therewith, or by his authorized agent. It shall not be necessary to

express the consideration in the writing, but it may be proved

when necessary or disproved by parol or other evidence.

KRS 371.010(7). “The Statute of Frauds ‘refers to a contract which, by its

terms, is not to be performed within a year, and which, from its stipulations, is

not capable of being performed within a year.’” Sawyer v. Mills, 295 S.W.3d 79,

84 (Ky. 2009) (quoting Nickell v. Johnson, 172 S.W. 938, 938 (Ky. 1915)).

Here, neither party disputes the settlement agreement is subject to the

Statute of Frauds. The crux of the matter is whether the video recording

satisfies the requirements of a writing and signature. “One of the early steps

taken by the General Assembly to address developments presented by the

advent of digital technology was the [UETA].” Friedmann v. Jefferson Cnty. Bd.

of Educ., 647 S.W.3d 181, 188 (Ky. 2022) (footnote omitted). The UETA

“applies ‘to any electronic record or electronic signature created, generated,

sent, communicated, received, or stored on or after August 1, 2000.” Id. KRS

369.107(3) specifically provides, “If a law requires a record to be in writing, an

electronic record satisfies the law.”

KRS 369.109 governs the effect of an electronic signature and states as

follows:

(1) An electronic record or electronic signature is attributable to a

person if it was the act of the person. The act of the person may be

shown in any manner, including a showing of the efficacy of any

security procedure applied to determine the person to which the

electronic record or electronic signature was attributable.

(2) The effect of an electronic record or electronic signature

attributed to a person under subsection (1) of this section is

determined from the context and surrounding circumstances at the

time of its creation, execution, or adoption, including the parties’

agreement, if any, and otherwise as provided by law.

(Emphasis added). Pertinent to the present appeal, KRS 369.102(7) defines

“Electronic record” as “a record created, generated, sent, communicated,

received, or stored by electronic means[,]” and KRS 369.102(8) defines

“Electronic signature” as “an electronic sound, symbol, or process attached to

or logically associated with a record and executed or adopted by a person with

the intent to sign the record[.]”

We have little difficulty concluding the video recording of the settlement

agreement constitutes an “electronic record” within the meaning of KRS

369.102(7) and KRS 369.107(3) as it consists of “a record created, generated,

sent, communicated, received, or stored by electronic means.” Compliance

with “the UETA validates an electronic record for purposes of the Statute of

[F]rauds, assuming that the predicates of the Act are met.” 10 Williston on

Contracts § 29:23 (4th ed. 2026); Sawyer, 295 S.W.3d at 87.

“[T]he purpose [of the UETA] is to validate and effectuate electronic

records and signatures as the equivalent of writings[.]” and as a general matter

“is [not] designed to affect the substantive law of contracts; rather, [its] purpose

is largely to validate the form that electronic agreements take, to ensure that

electronic records and signatures are not held invalid or unenforceable solely

because they are in electronic, rather than traditional, form.” 10 Williston on

Contracts § 29:23 (quoting Unif. Electronic Transactions Act § 7, Comment 3.); 1

Williston on Contracts § 4:5. Thus, when interpreting an electronic record

under the UETA, we apply the substantive law of contracts and may rely on the

plain meaning of the words expressed within the virtual four corners of the

electronic record without the necessity of additional factfinding or resort to

parol evidence. 1 Williston on Contracts § 4:5; Versailles Farm Home & Garden,

LLC v. Haynes, 647 S.W.3d 205, 209 (Ky. 2022) (“[T]he issue of contract

formation . . . is a question of law . . . when, as here, the relevant facts are

undisputed.”)

Because an electronic record under the UETA is tantamount to a writing

under the Statute of Frauds, we conclude the Dotsons’ reliance on Adamson v.

Adamson, 635 S.W.3d 72 (Ky. 2021), is misplaced. In Adamson, three brothers

entered into an alleged unrecorded oral agreement concerning the sale of the

family farm. 635 S.W.3d at 75. The parties later attempted to memorialize the

agreement in writing following mediation; however, one of the brothers refused

to sign. Id. at 76. Noting, “[t]here is a distinct difference between an oral

agreement and a written memorial of an oral agreement[,]” we held that

mediation agreements subject to the Statute of Frauds must be proved by a

writing signed by the party to be charged. Adamson, 635 S.W.3d at 79. The

lack of an electronic recording of the oral agreement critically distinguishes

Adamson from the present matter.

Having determined the video recording satisfied the writing requirement

contained in the Statute of Frauds, we next examine whether the electronic

record contained the Dotsons’ electronic signature, as the party to be charged.

In Sawyer, 295 S.W.3d at 88, we interpreted the Statute of Frauds in relation

to the electronic signature requirements of the federal E-Sign Act under 15

U.S.C. 10 § 7006(5), which is nearly identical to the definition contained in KRS

369.102(8), and held the requisite “intent to attach or logically associate the

electronic signature to the agreement” essentially means “an intent to execute

the contract.”

The alleged contract at issue in Sawyer consisted of a surreptitious

recording of an oral conversation at which the offeror allegedly promised to pay

the offeree the sum of $1,000,000 over a period of ten years in consideration of

services rendered in connection with the settlement of class action litigation.

Id. at 85. We rejected the contention that the offeror’s verbal assent to the

agreement constituted an electronic signature, explaining the offeror’s

voice does not constitute an electronic signature merely because it

was identifiable and was identified at trial as being his. An

electronic signature under 15 U.S.C. § 7006(5) requires that “an

electronic sound, symbol, or process, attached to or logically

associated with a contract or other record” be “executed or adopted

by a person with the intent to sign the record.”

There must be intent to attach or logically associate the electronic

signature to the agreement, that is, an intent to execute the

contract. That was impossible here, because the medium on which

the alleged agreement and electronic signature were recorded (the

audio tape) was used surreptitiously. [The offeror] did not know he

was being recorded when he went to the [offeree’s] art studio.

Thus, [the offeror’s] identifiable voice on the tape, even if construed

as an electronic signature, was procured without [the offeror’s]

knowledge or intent, and would be tantamount to a forgery which

cannot be used to demonstrate a valid contract. Cf. E.L. Strobin,

Annotation, Procuring Signature by Fraud as Forgery, 11 A.L.R.3d

1074, § 5 (1967 & Supp. 2009) (“[W]here a genuine signature to an

instrument is procured by some trick or device without intent on

the part of the party signing to execute such an instrument, the

10 United States Code.

attitude of the courts has been that the signature thereto will be

treated in law as a forgery.”). The statute contemplates more than

a mere verbal assent recorded in secret; it requires the electronic

equivalent of a signature, that is, an electronic sound, symbol, or

process solemnizing the agreement and evidencing an intent to

enter into it.

Id. (emphasis added).

Contrary to the surreptitious recording at issue in Sawyer, in the present

matter, we are convinced the video recording of the Dotsons’ unequivocal oral

affirmation to the specific terms of the mediated settlement constitutes an

electronic signature within the meaning of KRS 369.102(2) and KRS 369.109

because such action clearly evinced their intent to execute the contract.

“Manifestation of mutual assent to an exchange requires that each party either

make a promise or begin or render a performance.” Restatement (Second) of

Contracts § 18 (1981). Such intent to be bound by a contract “may consist

wholly or partly of acts, other than written or spoken words.” Furtula v. Univ.

of Ky., 438 S.W.3d 303, 308 (Ky. 2014) (quoting Kellum v. Browning’s Adm’r,

21 S.W.2d 459, 463 (Ky. 1929)).

Here, the parties were clearly aware they were being recorded for the

purpose of confirming their intent to be bound by the terms of the agreement.

There was no indication from the recording that the terms of the agreement

recited therein were merely preliminary or otherwise subject to, or dependent

on, any subsequent agreements or writings. Having reviewed the recorded

agreement in context, as required by KRS 369.102(7), the only reasonable

explanation for the Dotsons’ unequivocal statements was their intent to enter

into the settlement agreement. Therefore, we conclude the video recording of

the settlement agreement complied with the UETA and the Statute of Frauds.

In opposition to our conclusion above, the Dotsons cite the decision of

the First District California Court of Appeal in J.B.B. Investment Partners, Ltd.

v. Fair, 232 Cal. App. 4th 974 (1st Dist. 2014), for the proposition that assent

to the terms of a contract is insufficient, taken alone, to constitute an

electronic signature under the UETA. Fair is distinguishable from the present

appeal because, in the California decision, the electronic record of agreement

(series of emails) to which the purported electronic signature was affixed clearly

and “repeatedly indicated that there can be no genuine settlement until a

formal agreement had been drafted ‘signed and delivered by facsimile’ and

thereafter ‘electronically signed.’” Id. at 986. By contrast, in the present

appeal, there is no indication that the terms of the recorded settlement were

merely preliminary negotiations. Rather, the parties manifested mutual assent

to the agreement as recited by the mediator at the time the agreement was

recorded on video.

Additionally, the Dotsons argue that Megan Dotson could not have

electronically signed the settlement agreement because she was not present at

the time of recording and neither Jacob Dotson nor their shared counsel had

authority to consent on her behalf. We are not persuaded by this contention.

In their joint brief before the trial court, the Dotsons stated “[t]he potential

agreement” was “agreed to by the parties[.]” Similarly, at the hearing on June

6, 2024, the Dotsons’ counsel stated, “It’s not our position that there was no

agreement. It is that the parties don’t agree on what the terms were.” Again,

when the trial court directly asked the parties, “is everyone of the position that

we have an agreement, but we don’t agree on one term of the agreement[,]” the

Dotsons’ counsel replied, “that’s our position.” Similarly, in their brief before

this Court, the Dotsons again stated, “the parties acquiesced to the recital” of

the terms read by the mediator on the recording of the settlement agreement.

We need not delve further into the issue of whether Megan Dotson authorized

her husband or counsel to settle on her behalf or otherwise ratified the

agreement because appellants “will not be permitted to feed one can of worms

to the trial judge and another to the appellate court.” Kennedy v.

Commonwealth, 544 S.W.2d 219, 222 (Ky. 1976), overruled on other grounds by

Wilburn v. Commonwealth, 312 S.W.3d 321 (Ky. 2010).

C. Settlement Agreement Satisfied CR 99.10

Second, the Dotsons argue the proposed settlement violated the terms of

CR 99.10. We disagree.

CR 99.10 states as follows:

If an agreement is reached during the mediation conference, it

shall be reduced to writing and signed by the parties. The parties

shall be responsible for the drafting of the agreement, although the

mediator may assist in the drafting of the agreement with the

consent of the parties.

CR 99.01(4) mandates application of the Civil Rules on mediation in courtordered mediations while encouraging parties “to follow these Rules in

mediations not ordered by the trial court.” 11 (Emphasis added).

The Dotsons have not identified in the record any court order compelling

the parties to mediate. Thus, the application of CR 99.10 to the present matter

is doubtful. However, assuming for argument the provisions of CR 99.10 apply

here, our determination that the video recording of the settlement agreement

satisfied the Statute of Frauds applies equally to the writing requirement under

the Civil Rules.

D. The Parties Mutually Assented to

Essential and Unambiguous Terms of Settlement

Third, the Dotsons argue the settlement agreement is unenforceable

because the parties failed to mutually assent to the material terms relative to

the assumption of the Ingram debt. We disagree.

“The fundamental elements of a valid contract are ‘offer and acceptance,

full and complete terms, and consideration.’” Energy Home, Div. of S. Energy

Homes, Inc. v. Peay, 406 S.W.3d 828, 834 (Ky. 2013) (quoting Commonwealth v.

Morseman, 379 S.W.3d 144, 149 (Ky. 2012)). “For the terms to be considered

complete they must be ‘definite and certain’ and must set forth the ‘promises of

performance to be rendered by each party.’” Id. (quoting Kovacs v. Freeman,

11 The Dotsons assert the Andersons should be precluded from relying on CR

99.01(4) because this provision was not raised before the trial court. As stated above with respect of the Andersons’ failure to cite the UETA, a reviewing court is dutybound to apply the governing law notwithstanding the failure of a party to cite the pertinent authorities to the trial court. Gasaway, 671 S.W.3d at 313.

957 S.W.2d 251, 254 (Ky. 1997)). In addition, “[t]o constitute such a contract

there must, of course, be a mutual assent by the parties—a meeting of minds—

and also an intentional manifestation of such assent. Such manifestation may

consist wholly or partly of acts, other than written or spoken words.” Kellum,

21 S.W.2d at 463 (Ky. 1929) (internal citation omitted).

The disputed provision of the agreement states as follows, “Anderson

then keeps the corporation’s assets, its inventory, debts, anything associated

with the corporation.” Essentially, the question is whether the Ingram debt is a

corporate debt belonging to the Andersons or the Dotsons’ personal debt which

lies beyond the scope of the settlement.

As a general matter, the doctrine of corporate separation dictates “the

contract of a corporation is the contract of the legal entity and not of the

shareholders individually.” 1 Fletcher Cyc. Corp. § 29 (2026) (footnote omitted).

“Similarly, debt follows the corporation, not the corporation’s shareholders.”

Id. Conversely,

[w]hen a shareholder, or shareholders as such, make a contract, it

is not the contract of the corporation and does not bind the

corporation or accrue to it, even where entered into by the owners

of a majority of the stock, unless it is made for a corporation that

subsequently adopts or ratifies it, or unless the circumstances

warrant that a contract among all shareholders be treated as if

made by the corporation. A shareholder’s breach of contract does

not affect the corporation's separate liability.

A corporation cannot be required to pay legal obligations that are

not its own but those of some of its shareholders. So a corporation

is generally not affected by the personal obligations, rights or

transactions of its shareholders, whether such obligations were

incurred or such rights accrued before or after incorporation.

Id. (emphasis added) (footnotes omitted).

We agree with the courts below that the disputed portion of the

settlement agreement is unambiguous and the parties mutually assented to its

terms. 12 A plain language reading of the agreement compels the conclusion

that the Andersons were meant to retain the assets and debts of the

corporation. As the Court of Appeals and trial court aptly observed, “if it is a

corporate debt or asset, it is part of the agreement; if it does not belong to the

corporation, it is not part of the agreement.” Dotson v. CIA Drug, LLC, 2024-CA-1045-MR, 2025 WL 2679153, at *4 (Ky. App. Sept. 19, 2025).

The Ingram debt was created by an agreement between the Dotsons and

Ingram, in their own names and personal capacities, whereby the Dotsons

acquired Ingram’s ownership interest in CIA Drug. Notably, if the Dotsons

defaulted on this obligation, any recourse would lie against the Dotsons and

not CIA Drug, which was not named as a party to the Ingram debt. The

settlement agreement simply did not provide for the Andersons to assume the

Ingram debt or any other non-corporate debt.

Moreover, we cannot interpret the phrase “anything associated with the

corporation” to encompass the personal obligations of an owner in light of the

black-letter law separating the assets and obligations of a corporation from

those of its individual members or shareholders. 1 Fletcher Cyc. Corp. at § 29.

12 Having determined the agreement is susceptible to a plain language reading,

we decline to separately address the Dotsons’ alternative argument with respect to the weight of extrinsic evidence on the question of the parties’ intent.

The agreement at issue here was undertaken at arm’s length by sophisticated

businesspeople who were represented by legal counsel. Technical words or

terms of art employed by contracts “are to be interpreted as usually understood

by persons in the profession or business to which they relate, unless the

context of the document or an applicable custom or usage clearly indicates that

a different meaning was intended.” 25 C.J.S. Customs & Usages § 29 (2026).

The enforcement of the plain terms of a contract is the result of interpretation,

not reformation or rewriting, even though the result may be harsh. Kentucky

State Univ. v. Darwin Nat’l Assurance Co., 677 S.W.3d 294, 305 (Ky. 2023)

(citing Miller Dairy Prods. Co. v. Puryear, 310 S.W.2d 518, 521 (Ky. 1957)).

The Dotsons cite the unpublished decision of Central Bank v. Gill, 2011-SC-000442-DG, 2013 WL 5436257 (Ky. Sept. 26, 2013), in opposition to our

holding above. However, Gill is non-binding and distinguishable from the

present appeal. The stipulated, recorded settlement in Gill constituted a

“preliminary . . . agreement which failed to incorporate the complete material

terms of the contract[,]” particularly indemnification provisions. Id. at *5. The

tentative agreement did not recite the specific amount of consideration and was

further specifically “conditioned on the parties’ future assent to a final written

settlement agreement.” Id. By contrast, the recorded settlement agreement in

the present matter reflected the parties’ mutual assent to complete terms with

no reference to the necessity of future negotiations or agreements.

E. Trial Court Did Not Reform Agreement and

Breach of Contract Issues Are Premature

Finally, the Dotsons argue any obligations they may have had under the

agreement were discharged by the Andersons’ failure to pay them $100,000

within 90 days of the settlement. They further assert the trial court erred by

unilaterally granting the Andersons an additional 90 days to pay the

delinquent amount. The Court of Appeals deemed these issues to be moot and

did not address them. We disagree with the contention that the trial court

inappropriately reformed the contract and likewise decline to address any

issues relating to the Andersons’ alleged breach of the settlement, not for

mootness, but instead because any such claims are premature at this stage.

While the interpretation of the contract is a question for the court[,]” the

question “[w]hether under the evidence there has been a breach of the contract

as interpreted by the court is a question for the jury.” Harlan Fuel Co. v.

Wiggington, 262 S.W. 957, 958 (Ky. 1924) (citation omitted). The issue before

the trial court was limited to whether the parties had agreed to an enforceable

settlement. The trial court was confronted with a disagreement over a material

term to the agreement after both parties had refused to fulfill their respective

obligations. Contrary to the Dotsons’ assertion, the trial court did not reform

the contract by providing the Andersons with an additional 90 days to make

payment. On the contrary, we interpret the trial court’s order as an

enforcement of the agreement as written following the resolution of the parties’

dispute over the proper interpretation. Moreover, from our review of the

record, we discern no indication that the Dotsons properly pled, much less

proved, any allegation of breach of contract in accordance with the Civil Rules.

Therefore, it is inappropriate for this Court to opine on such matters in the first

instance. Lawson v. Loid, 896 S.W.2d 1, 3 (Ky. 1995).

Furthermore, we have fully considered the Dotsons’ remaining

arguments and sub-arguments and determine they are without merit or

otherwise unnecessary to the resolution of the issues before the Court.

CONCLUSION

For the foregoing reasons, the decision of the Court of Appeals is hereby

affirmed.

All sitting. Lambert, C.J.; Bisig, Conley, Goodwine, and Keller, JJ.,

concur. Thompson, J., concurs in result only.

COUNSEL FOR APPELLANT:

Andrew K. Wheeler

D. Luke Vincent

Martin Wheeler & Vincent, PSC

COUNSEL FOR APPELLEE:

Paula Richardson Barber

Richardson Barber & Williamson, PSC

Jacob Dotson v. Cia Drug, LLC

Authorities cited

Opinion · public domain