JUSTICE MYERSCOUGH delivered the opinion of the court:

In May 2003, plaintiff, Carolyn Quinlan, filed acomplaint against defendants, Mary Alice Stouffe, Don Stouffe,and Linda Friend, seeking reimbursement for work done on a graveldriveway that is used by all parties. In August 2003, theparties attended a settlement conference to resolve the dispute. In September 2003, plaintiff informed defendants that "there willbe no [a]greement." In October 2003, defendants filed a counter-claim, arguing that the parties had reached an agreement at theAugust 2003 meeting and plaintiff breached that agreement. InDecember 2003, the trial court conducted a bench trial. InJanuary 2004, the court entered an order, finding that "anagreement may have been reached on August 4, 2003, that allparties attempt[ed] to modify that agreement and effectivelywithdrew from that agreement." The court then found defendantshad a duty to reimburse plaintiff and ordered defendants to paytheir pro rata share of the repairs. In February 2004, the courtconsidered and denied defendants' motion to reconsider and tomodify and vacate judgment. Defendants appealed, arguing thatthe parties had reached a binding agreement and plaintiff laterbreached that contract. We affirm.

I. BACKGROUND

The parties own tracts of land on a four-tract plat inSpringfield, Illinois. Plaintiff Quinlan owns tract 4, commonlyknown as 1633 Tozer Road. Defendants Mary Alice Stouffe and DonStouffe own tract 5, commonly known as 1563 Tozer Road, anddefendant Linda Friend owns tracts 6 and 7, commonly known as1563 Tozer Road. The parties share an easement in the form of agravel driveway, which is in the shape of a "T". The parties usethe easement to reach their respective residences and utilities. The driveway traverses the Stouffes' and Friend's propertiesbefore it reaches plaintiff's residence.

Between 2000 and 2003, the driveway's condition deteriorated as a result of both normal traffic and additional trafficduring construction of plaintiff's garage and the Stouffes'house. By January 2003, the driveway had become almost impassable, with mud and clay on the road. Plaintiff contacted Donley,a professional contractor, for advice on repair. Donley maderecommendations on the repairs needed. According to plaintiff,Donley told her that the last third of the road that enters herresidence needed to have new gravel poured to prevent the mudfrom that portion of the road from ruining the beginning two-thirds of the road. On March 18, 2003, in the presence ofplaintiff's husband, Ed Quinlan, Donley repaired the road byhauling and laying new gravel on the entire road. Ed Quinlanstated that the whole process took approximately 4 1/2 hours andthe repairs substantially improved the road. Ed Quinlan alsostated that on March 17, 2003, the day before Donley's repair, heand a neighbor had spent over four hours grading the road. Afterthe repair, plaintiff paid Donley $1,327.51 for his work.

On March 18, 2003, plaintiff sent letters to defendants, requesting a third share of the repair bill. Specifically, the letter stated, in pertinent part, as follows:

"Our entrance road is 827 feet. Fromthe Quinlan's drive south to Tozer Road is522 feet, which represents 67% of the totallength of the road. Therefore, the first 2/3on the south portion of our entrance roadwould be divided by all three homeowners.

The north 275 feet, or the distance from theQuinlan's [sic] drive north to theStouffe-Friend turnoff[,] represents 33% ofthe total entrance road, and that is dividedequally between Linda and the Stouffes.

There were 30.34 tons of 2-inch crushedrock laid down first to provide a relativelysmooth base over the old potholes. The costfor the 2-inch stone at $12.00 per ton cameto a total of $364.08. Then the entranceroad was resurfaced with #6 crushed stone and87.13 tons was spread over the entire lengthof the road, with one footnote. Seven tonsof the #6 was spread on the Quinlan's driveway at a cost of $577.00, which is not included in the remaining proportioning of theexpenses.

The total cost paid for both the #6 andthe 2-inch was $1,322.51. $77.00 of that isthe Quinlan's [sic] expense for their driveway. Therefore, 67% of the remaining$1,244.51, which is $833.86, should be divided between all three families equally. This comes to $277.95 per family.

Continuing, the north third of theroad[] (33% of $1,244.51) comes to a total of$410.68, which should be divided evenly between Linda and the Stouffes, and comes to$205.34. Therefore, Linda and the Stouffeseach owe a total of $483.29. I would appreciate it if each of you could reimburse mesometime within the next 90 days."

On April 25, 2003, plaintiff's counsel sent letters todefendants, informing them that plaintiff would file a complaintto "recoup the costs of the repairs" and "also seek damagesrelating to the costs of the suit" if defendants persist in notreimbursing plaintiff for the repairs. Both defendants replied,stating in their letter that plaintiff repaired the road unilaterally despite the fact that defendants "never refused to committo the repairs of the driveway." Defendant Don Stouffe alsostated in his letter that prior to plaintiff's unilateral repair,defendants had indicated to plaintiff that "all parties shoulddiscuss reasonable accommodations that were fiscally compatibleto all parties as this has been the mode of operation for thepast seven years." In addition, defendants' letters stated thatthey did not believe that plaintiff, as a nonowner of an easement, can "dictate to the property owner the treatment of property" because "the owner or [sic] the dominant easement has theresponsibility for maintain [sic] that easement."

On May 14, 2003, plaintiff filed the underlying lawsuitin small claims court, requesting defendants Stouffes and Friendeach pay $483.29 for their respective shares of the drivewayrepairs. The court set the matter for trial on August 5, 2003. On August 4, 2003, the parties and their respective counsels metto settle the dispute. Following the meeting, plaintiff'scounsel sent a letter to defendants' counsel, which included thefollowing language: "[c]onsistent with this morning's settlementagreement, the trial in the above referenced matter has beenrescheduled from August 5, 2003, at 1:30 p.m., until Wednesday,September 10, 2003, at 9:00 a.m."

On August 15, 2003, plaintiff's counsel faxed a draft"Settlement Agreement" to defendant's counsel. The draft included the payment of $278 each from the Stouffes and Friend toplaintiff and plaintiff's dismissal of the lawsuit. The draftalso established a scheme for the parties to work together todiscuss any future necessary repairs and a dispute-resolutionmechanism.

On September 2, 2003, defendants' counsel sent a letterto plaintiff's counsel, stating, in pertinent part, as follows:

"My clients have reviewed the proposedsettlement agreement, and we hereby tenderthe attached counterproposal, which we feelis more in tune with what we agreed to at ourmeeting at your office on August 4. Most ofthe agreement is consistent with yours, except for certain terms in paragraph 4."

On September 5, 2003, plaintiff's counsel informeddefendants' counsel as follows:

"Please advise your clients that[p]laintiff will dismiss her suit with prejudice in return for a $278 payment made beforeMonday, September 8, 2003. There will be noagreement."

Defendants did not make the payments as plaintiffrequested. On October 21, 2003, defendants filed a two-countcounterclaim for enforcement of an oral settlement and a declaration of the parties' rights pursuant to the easement. Specifically, the counterclaim alleged that the parties "discussed andreached an oral agreement to resolve all issues involved in thecomplaint" and "plaintiff had failed to draft an agreement whichreflected the parties' verbal agreement of August 4, 2003." Defendants also requested the trial court to "award to[d]efendants their damages and their attorney[] fees incurred inbringing this [c]ounterclaim."

On December 31, 2003, the trial court conducted a benchtrial. Plaintiff first testified to the condition of the roadand her arrangement with Donley. Plaintiff further stated thatshe decided to seek only $278 from both Stouffes and Friend forthe repair on the first two-thirds of the driveway that was usedby all parties. Plaintiff, however, offered no testimony regarding the August 4, 2003, settlement meeting.

Defendants also testified at the bench trial. Defendant Don Stouffe stated that, in his opinion, plaintiff's repairwas too expensive because in previous years he had made repairsas needed. Over objection of plaintiff's counsel, defendant DonStouffe also offered photographic evidence of the driveway and ofthe various items of equipment that he had used to repair thedriveway. Don Stouffe also pointed out that, by the time oftrial, the driveway already was in need of additional repair.

Defendant Don Stouffe then testified about the August4, 2003, meeting. Plaintiff's counsel objected to the testimony,stating such statements were inadmissible as settlement negotiations. The trial court held that defendant Don Stouffe's testimony was admissible but was "subject to being stricken if I findthere is no agreement." Don Stouffe stated that he believed theparties had reached an oral agreement. Specifically, Don Stouffestated that the parties had agreed that defendants Stouffes andFriend would each pay $278 and plaintiff would dismiss thecomplaint with prejudice. In addition, the parties would meetannually each April to discuss road repairs. Don Stouffe,however, stated that plaintiff's August 15, 2003, draft "Settlement Agreement," which was supposed to clarify what the partieshad agreed to, was not consistent with the parties' August 4,2003, agreement. Specifically, Don Stouffe alleged that plaintiff's August 15, 2003, draft included two provisions that theparties did not agree to during the meeting: (1) a "standard ofperformance" based upon the United States Department of Transportation's Gravel Roads: Maintenance and Design Manual and (2) arequirement that only "licensed" persons could work on thedriveway. Don Stouffe further alleged that the draft failed toclarify that, in the event of a disagreement, it was the minorityvoter who could obtain and pay for review by an independent thirdparty.

Defendants Mary Alice Stouffe and Friend also testified. Both stated that they believed the parties had reached anagreement on August 4, 2003, and that the parties did not agreeto a specific standard of repair. Defendant Mary Alice Stouffe,however, stated that the parties agreed that the driveway wouldbe "passable."

Following the trial, on January 2, 2004, the trialcourt entered an order, which held as follows:

"The court finds that although an agreement may have been reached on 8/4/03 that allparties attempt[ed] to modify that agreementand effectively withdrew from the agreement. The court further finds the easement whichcovers the plaintiff and the defendants has alength of 827.19 feet[;] however[,] 275 feetof that presently reaches only the Stouffesand Friend and that the plaintiff has abandoned her claim for that part of the easement[;] hence[,] 66.75% of the easement hasbeen improved."

The court then ordered the Stouffes and Friend each to payplaintiff $294.26 for their one-third shares of the repair anddenied the parties' request for attorney fees and court costs.

On January 20, 2004, defendants filed a motion toreconsider, modify, and vacate judgment. Defendants argued thatthe parties entered into a contract on August 4, 2003, and theparties' subsequent action did not extinguish their contract. OnFebruary 25, 2004, the trial court denied defendants' motion,stating "[t]he letter of [September 2, 2003,] indicated thatdiscussion was in flux." This appeal followed.

II. ANALYSIS

On appeal, defendants argue that (1) a contract wasformed because (a) the parties' oral agreement met all the legalrequirements, (b) no essential terms were unaddressed, (c)negotiations were not in "flux," and (d) the parties did notwithdraw from the agreement and (2) plaintiff breached thecontract.

A. Standard of Review

As this court stated in Mulliken v. Lewis, 245 Ill.App. 3d 512, 516, 615 N.E.2d 25, 27 (1993), when there is afactual dispute, the question of whether a contract exists is forthe trier of fact to decide. A reviewing court will not overturna trial court's finding of fact unless the appealing party canprove the findings were against the manifest weight of theevidence. A finding is against the manifest weight of theevidence only if the opposite conclusion is clearly evident orwhere a decision is unreasonable, arbitrary, and not based on anyevidence. Snelson v. Kamm, 204 Ill. 2d 1, 35, 787 N.E.2d 796,815 (2003). However, if the facts are uncontroverted and theissue is the trial court's application of the law to the facts, acourt of review may determine the correctness of the rulingindependently of the trial court's judgment by using a de novostandard of review. Norskog v. Pfiel, 197 Ill. 2d 60, 70-71, 755N.E.2d 1, 9 (2001). Further, when the issue presented cannot beaccurately characterized as either a pure question of fact or apure question of law, a reviewing court should treat such anissue as a mixed question of law and fact, subject to the clearlyerroneous standard. Carpetland U.S.A., Inc. v. Illinois Department of Employment Security, 201 Ill. 2d 351, 369, 776 N.E.2d166, 177 (2002). Under such a standard, a trial court's determination will be reversed only if, after review of the entirerecord, the reviewing court is left with the definite and firmconviction that a mistake has been committed. Carpetland, 201Ill. 2d at 369, 776 N.E.2d at 177.

B. The Parties Did Not Form a Valid Contract

1. Defendants' Testimony Regarding the Settlement Meeting

Initially, the parties disagree on whether defendants'December 31, 2003, testimony concerning the August 4, 2003,settlement meeting was admissible. As stated above, the trialcourt ruled during the bench trial that defendants' testimonyregarding the August 4, 2003, meeting was admissible but was"subject to being stricken if I find there is no agreement." Thecourt's order, however, did not indicate whether this testimonywas stricken. The court only indicated it found an agreement"may have been reached" and even if there was an agreement, theparties effectively withdrew from the agreement.

On appeal, plaintiff's counsel argues defendants'testimony on this issue should be stricken. In support of thisproposition, plaintiff's counsel cites Nardi v. Kamerman, 196Ill. App. 3d 591, 554 N.E.2d 397 (1990), Prewitt v. Hall, 113Ill. App. 2d 198, 252 N.E.2d 43 (1969), and Gaslite Illinois,Inc. v. Northern Illinois Gas Co., 46 Ill. App. 3d 917, 362N.E.2d 725 (1976). Plaintiff counsel's reliance on the abovecases is misplaced. Plaintiff is correct that under Illinoislaw, matter relating to offers of settlement are ordinarilyinadmissible. See Kamerman, 196 Ill. App. 3d at 596, 554 N.E.2dat 401; Hall, 113 Ill. App. 2d at 201, 252 N.E.2d at 44. Thisevidentiary principle, however, concerns the potential use of aparty's offer of settlement as an admission of guilt and reflectsthe public policy that out-of-court settlement should be favored. See In re Marriage of Passiales, 144 Ill. App. 3d 629, 641, 494N.E.2d 541, 551 (1986). In the instant case, the testimony inquestion contained no offer of settlement and was not related toeither party's admission of guilt, and its admission would notdiscourage any future out-of-court settlement. Instead, thetestimony directly relates to the issue that faces this court:whether the parties had formed a valid oral contract, and if so,the relevant terms of the contract. Such testimony is admissible.

2. The Trial Court's Finding That There Was No Enforceable Contract

In the instant case, the trial court stated in itsorder that "an agreement may have been reached on August 4, 2003,that all parties attempt[ed] to modify that agreement and effectively withdraw from the agreement." Such a statement indicatedthe court made no definitive finding that the parties formed anoral contract. A review of the record indicates the parties didnot form a valid contract because defendants have failed toestablish that the parties had a meeting of the minds on allmaterial terms. In addition, the court correctly found that evenif the parties reached an agreement, the parties' action afterthe August 4, 2003, meeting indicated that the parties effectively withdrew from that agreement.

As defendants correctly point out, oral agreements arebinding so long as there is an offer and acceptance to compromiseand there is a meeting of the minds as to the terms of theagreement. Lampe v. O'Toole, 292 Ill. App. 3d 144, 146, 685N.E.2d 423, 424 (1997). For a contract to be enforceable, theessential terms of the contract must be definite and certain. Midland Hotel Corp. v. Reuben H. Donnelley Corp., 118 Ill. 2d306, 314, 515 N.E.2d 61, 65 (1987). "However, a contract 'issufficiently definite and certain to be enforceable if the courtis enabled from the terms and provisions thereof, under properrules of construction and applicable principles of equity, toascertain what the parties have agreed to do.'" Midland HotelCorp., 118 Ill. 2d at 314, 515 N.E.2d at 65, quoting Morey v.Hoffman, 12 Ill. 2d 125, 131, 145 N.E.2d 644, 648 (1957). Further, "[a]n enforceable contract must include a meeting of theminds or mutual assent as to the terms of the contract." AcademyChicago Publishers v. Cheever, 144 Ill. 2d 24, 30, 578 N.E.2d981, 984 (1991).

In the instant case, the parties' actions after thesettlement meeting indicated no mutual assent as to what theparties had agreed to do. The record indicated that after thesettlement meeting, on August 15, 2003, plaintiff's counsel faxeda draft "Settlement Agreement" to defendant's counsel. OnSeptember 2, 2003, defendants' counsel replied with a"counterproposal," stating that defendants felt the"counterproposal" was "more in tune with what we agreed to." OnSeptember 5, 2003, plaintiff informed defendants' counsel thatplaintiff did not agree to the counterproposal and offered todismiss the lawsuit with prejudice for a $278 payment. Defendants then rejected that offer and filed a counterclaim in thetrial court. Despite defendants' assertion that the parties hadreached an agreement on August 4, 2003, the parties' actionindicated no such agreement.

Defendants argue that the parties had reached anagreement on August 4, 2003, and the terms of that agreement wereascertainable. Specifically, defendants argue that their September 2, 2003, version of the "counterproposal" settlement agreement "largely followed" plaintiff's August 15, 2003, draftsettlement agreement and included "all terms" that the parties"specifically agreed to during the August 4 meeting." Defendantsfurther claim that to the extent the two versions differ, thedifferences were not "essential terms" of the agreement. Defendants' assertion contradicts their own position on appeal.

During oral argument, defendants' counsel conceded thatthe focus of defendants' appeal is not their monetary obligationsto plaintiff for the repair that plaintiff commissioned. Rather,defendants were interested in having a workable agreement so thatthe dispute in question does not occur again. As defendant DonStouffe testified at the bench trial, the two drafts of the"settlement agreement" differed in the following ways: therequired level of future repair for the driveway; the use of non-licensed persons to work on the driveway; and in the event of adisagreement, the method of review by and payment for an independent third party. The record indicates that the legal actionin question originated from the parties' disagreement on the costand quality of plaintiff's repair. Clearly, without an agreementon the required level of future repair and a mechanism forresolution of disputes, the parties could not have a workableagreement that would avoid future problems. Therefore, contraryto defendants' claim, the two existing draft "settlement agreements" differ in essential terms. Since a meeting of the mindsbetween the parties occurs when there has been assent to the samethings in the same sense on all essential terms and conditions,the parties here did not have a meeting of the minds on futurerepairs of the driveway. See La Salle National Bank v. International Ltd., 129 Ill. App. 2d 381, 394, 263 N.E.2d 506, 513(1970). As a result, the parties did not enter into a contractthat had certain and enforceable essential terms.

Defendants also claim that the parties reached an oralagreement on August 4, 2003, and plaintiff's August 15, 2003,draft "settlement agreement" was a breach of that agreement. Specifically, defendants relied on the language in plaintiff'scounsel's letter following the meeting--"[c]onsistent with thismorning's settlement agreement"--to demonstrate that plaintiffand her counsel had also acknowledged that the parties had formeda valid and enforceable contract. First, plaintiff's counsel's"Settlement Agreement" designation does not necessarily indicatethat a valid and enforceable oral agreement on all material termshad been reached. Second, defendants' counsel, in submittingdefendants' version of the draft "settlement agreement," statedas follows:

"My clients have reviewed the proposed settlement agreement, and we hereby tender theattached counterproposal, which we feel ismore in tune with what we agreed to at ourmeeting at your office on August 4. Most ofthe agreement is consistent with yours, except for certain terms in paragraph 4." (Emphases added.)

Defendants' own language indicates that defendants acknowledgedthat on September 2, 2003, the discussion regarding the settlement was still ongoing and not yet finalized. Therefore, theparties did not reach a final agreement during the August 4,2003, settlement meeting.

Regardless whether the parties believed they had reachan agreement, a contract is not valid without enforceable essential terms. The two draft agreements differ on the standard offuture repairs and the dispute-resolution mechanism. Moreover,the record does not reflect which version the parties had agreedto during the settlement meeting.

Finally, even if the parties had reached an agreementon August 4, 2003, the trial court correctly found that theparties' attempt to modify that agreement indicated the parties"effectively withdrew from the agreement." This determinationinvolves both the factual finding as to the parties' conduct after the settlement meeting and the legal determination whethersuch conduct constituted a "withdrawal" from the agreement. Because the court's ruling involves a mixed question of law andfact, this court will not reverse the court's determinationunless the court committed a clear mistake in its ruling. Carpetland, 201 Ill. 2d at 369, 776 N.E.2d at 177.

After the August 4, 2003, meeting, plaintiff's counselfirst faxed a draft "Settlement Agreement" to defendant's counsel. Defendants' counsel then replied with a "counterproposal." Upon receiving the "counterproposal," plaintiff informed defendants' counsel that plaintiff did not agree to thecounterproposal and stated "there will be no agreement." Plaintiff then offered to dismiss the lawsuit with prejudice for a$278 payment, which defendants rejected. Defendants then proceeded to file a counterclaim in the trial court. The parties'disagreement on the standard of repair and a dispute-resolutionmechanism indicated that, even if the parties had formed a validcontract in the August 4, 2003, meeting, their later disagreementon essential terms of settlement rendered the original contractunenforceable. The trial court found that even though theparties may have reached an agreement earlier, they could nolonger agree on what they would do in the future and had withdrawn from the alleged agreement. Such a finding contains no"clear mistake."

C. The Trial Court Correctly Ordered Defendants To Reimburse Plaintiff for the Repair

A court's ruling on a mixed question of law and factwill not be reversed unless the court committed a clear mistakein its ruling. Carpetland, 201 Ill. 2d at 369, 776 N.E.2d at177. The trial court's order of payment here was based on boththe factual determination of plaintiff's costs in repairing theeasement that was used by all parties and the legal determinationof the parties' obligations. The court made no clear mistake,and its order is affirmed.

A "dominant estate" is defined as "[a]n estate thatbenefits from an easement." Black's Law Dictionary 567 (7th ed.1999). A "servient estate" is defined as "[a]n estate [that is]burdened by an easement." Black's Law Dictionary 569 (7th ed.1999). In the instant case, the easement at issue traverses overthe property line of both defendants' properties, thereby makingthe property of defendants the servient estate. Plaintiff'sproperty benefits from an easement on defendants' properties andis the dominant estate.

Generally, a dominant estate has both the right andduty to maintain the easement. See Seymour v. Harris Trust &Savings Bank of Chicago, 264 Ill. App. 3d 583, 595, 636 N.E.2d985, 994 (1994). However, if the easement is owned by more thanone person, the duty to maintain it is apportioned between allowners based on the extent of the individual owner's use of theeasement. Lakeland Property Owners Ass'n v. Larson, 121 Ill.App. 3d 805, 811, 459 N.E.2d 1164, 1169 (1984).

Therefore, when joint regular use of the easement ismade by both the dominant and servient estates, both estates havethe obligation to contribute jointly to the costs of reasonablerepairs unless the easement itself indicates otherwise. SeeRestatement (Third) of Property