DOTSON v. CIA DRUG LLC (2026)

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

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.

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 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 well-established 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 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, 112 S.Ct. 1522, 118 L.Ed.2d 153 (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, 114 S.Ct. 1019, 127 L.Ed.2d 344 (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 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, 162 Ky. 520, 172 S.W. 938, 938 (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 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, 231 Ky. 308, 21 S.W.2d 459, 463 (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, 182 Cal.Rptr.3d 154 (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, 182 Cal.Rptr.3d 154. 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 court-ordered 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, 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.

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, 203 Ky. 546, 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.

FOOTNOTES

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).“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, 87 Ky. 259, 8 S.W. 441, 443 (1888).

4.   Megan Dotson and Jacob Dotson each received an individual 25 percent interest for a collective 50 percent interest

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.

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.

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).

10.   United States Code.

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.

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.

OPINION OF THE COURT BY JUSTICE NICKELL

All sitting. Lambert, C.J.; Bisig, Conley, Goodwine, and Keller, JJ., concur. Thompson, J., concurs in result only.