United States District Court, E.D. North Carolina, Western Division
TERRENCE W. BOYLE UNITED STATES DISTRICT JUDGE
matter is before the Court on plaintiffs motion to enforce
settlement. [DE 82]. Defendant has filed a motion for summary
judgment [DE 84] which is not ripe for adjudication; also
pending are plaintiffs motion for extension of time to file
separate dispositive motion and motion for extension of time
to file response to defendant's summary judgment motion.
[DE 83 & 89]. For the reasons discussed below, plaintiffs
motion to enforce settlement is granted and the remaining
motions are denied as moot.
filed this action in the United States District Court for the
Western District of Kentucky on May 16, 2015, alleging claims
for monetary and equitable relief under the Employment
Retirement Income Security Act of 1974 (ERISA). 29 U.S.C.
§ 1132. The case was transferred to this Court by
memorandum opinion and order entered April 13, 2016. A
scheduling order was entered, plaintiff filed an amended
complaint, and the dispositive motion filing deadline was
extended several times. Plaintiff now represents that she has
accepted defendant's offer of settlement, more
specifically its offer of payment in exchange for dismissal
of plaintiff s case and claim. Plaintiff contends the
settlement agreement is enforceable, and defendant's
post-settlement demands do not alter the terms of the
courts have inherent authority, deriving from their equity
power, to enforce settlement agreements." Hensley v.
Alcon Labs., Inc., 277 F.3d 535, 540 (4th Cir. 2002). In
order to exercise this authority, a court must find that the
parties reached a complete agreement and must be able to
determine the terms and conditions. Id. at 541.
"If there is a factual dispute over the existence of an
agreement, over the authority of attorneys to enter into the
agreement, or over the agreement's terms, the district
court may not enforce a settlement agreement
summarily" and instead must conduct a plenary
evidentiary hearing to resolve the dispute. Id.
Standard contract principles apply when a court considers
whether to enforce a settlement. Bradley v. Am. Household
Inc., 378 F.3d 373, 380 (4th Cir. 2004).
federal statutory scheme provides the basis for the
court's jurisdiction over a matter, its jurisdiction over
the settlement dispute is derivative of the original action
and principles of federal common law govern the enforcement
of a settlement agreement. Gamewell Mfg., Inc. v. HVAC
Supply, Inc., 715 F.2d 112, 115-16 (4th Cir. 1983);
see also Fordv. Food Lion, LLC, No.
3:ll-CV-625-RJC-DCK, 2013 WL 1320416, at *1 (W.D. N.C. Mar.
29, 2013); but see Akers v. Minnesota Life Ins. Co.,
35 F.Supp.3d 772, 782 (S.D. W.Va. 2014) (noting that
Gamewell has been cast into doubt and that the
Fourth Circuit has not further elaborated on whether federal
common law or state law applies in this context). The court
of appeals has also found that the state's common law may
be considered, and as both parties have relied on North
Carolina law in their arguments, the Court will apply North
Carolina law to the extent it is not inconsistent with the
federal common law. See Swift v. Frontier Airlines,
Inc., 636 Fed.App'x 153, 155 n.* (4th Cir. 2016)
(noting that even if question of law governing enforcement of
settlement agreements is undecided, state common law may be
considered); see also Melvin v. Principi, No.
5:03-CV-968- FL(3), 2004 WL 3769429, at *6 (E.D. N.C. Dec. 2,
2004), aff'd, 141 Fed.App'x 194 (4th Cir.
North Carolina, and generally, a contract requires assent,
mutuality, and definite terms. Schlieper v. Johnson,
195 N.C.App. 257, 265 (2009).
The offer must be communicated, must be complete, and must be
accepted in its exact terms. Mutuality of agreement is
indispensable; the parties must assent to the same thing in
the same sense, idea re et sensu, and their minds must meet
as to all the terms.
Dodds v. St. Louis Union Trust Co., 205 N.C. 153,
170 S.E. 652, 653 (1933) (citations omitted). Proposals to
open negotiations which may or may not result in a contract,
though accepted, are not binding. Yeager v. Dobbins,
252 N.C. 824, 828 (1960) (citing 12 Am. Jur., Contracts, sec.
28, p. 526).
contends that defendant by email made an offer of settlement
on February 16, 2017, which stated: "Please let us know
if Ms. Washington will accept $120, 000 to settle this case
and Ms. Washington's claim." [DE 82-2]. Plaintiff
further contends that she accepted defendant's offer that
same day in an email which stated: "Ms. Washington
accepts Hartford's offer to settle this case and her
claim for $120, 000." [DE 82-3]. Plaintiff argues that
the foregoing offer and unconditional acceptance represent a
valid and enforceable settlement agreement. Plaintiff further
contends that five days after she accepted defendant's
offer, defendant demanded that she also accept and sign a
five-page release which contained material terms to
defendant's benefit prior to defendant remitting its
agreed consideration, $120, 000. Plaintiff refused to agree
to the release provided by defendant as she argues that it
contains material terms which were not negotiated. Defendant
contends that the settlement negotiations in this case were
numerous and involved and that the 16 February 2017 email did
not represent the entirety of negotiations nor a complete
terms as recited in defendant's 17 February 2017 offer
are definite, as is plaintiffs acceptance of those terms.
There has been no argument on behalf of defendant that it did
not intend to offer the terms as reflected in the email, only
that it now states that it intended for there to be
additional terms reflected in the offer. Although in support
of this argument defendant has proffered an email offer to
plaintiff from December 2016 which included language
regarding a release in addition to a monetary offer in
exchange for plaintiff dismissing her claims, the language of
the February 2017 offer reflects that "the parties here
did not condition their settlement on the negotiation of a
specific release provision, " Campbell v. Adkisson,
Sherbert & Assocs., 546 Fed.App'x 146, 154 (4th
Cir. 2013), and the Court need not consider terms discussed
months prior to February 2017. See Rowe v. Rowe, 305
N.C. 177, 185 (1982) (evidence of prior negotiations
generally not admissible to contradict written contract);
see also Crockett v. First Fed. Sav. & Loan Ass'n
of Charlotte, 289 N.C. 620, 631 (1976) ("Where the
terms of the contract are not ambiguous, the express language
of the contract controls in determining its meaning and not
what either party thought the agreement to be.").
further argues that the Court cannot enforce the settlement
agreement because its terms are not sufficiently definite. On
the contrary, the terms of the agreement are quite plain:
defendant offered to pay plaintiff $120, 000 to settle this
case and her claim. By accepting this offer, plaintiff is
entitled to $120, 000 and her case and claim against
defendant will be dismissed. Such dismissal will operate as
having preclusive effect on any claims, raised or not raised
here, or case arising out of these facts which plaintiff may
at a later date wish to bring. See Ohio Valley Envtl.
Coal. v. Aracoma Coal Co.,556 F.3d 177, 211 (4th Cir.
2009) (settlement agreements operate on contract principles
and have preclusive effect); see also Bala v. Com. of
Virginia Dep't ...