Pankaj Topiwala v. Kevin Wessell
Filing
UNPUBLISHED PER CURIAM OPINION filed. Originating case number: 1:11-cv-00543-WDQ Copies to all parties and the district court/agency. [999038420].. [12-2068]
Appeal: 12-2068
Doc: 35
Filed: 02/07/2013
Pg: 1 of 9
UNPUBLISHED
UNITED STATES COURT OF APPEALS
FOR THE FOURTH CIRCUIT
No. 12-2068
PANKAJ TOPIWALA;
HOLDING, LLC,
FASTVDO,
LLC;
PARAMOUNT
INTERNATIONAL
Plaintiffs - Appellees,
v.
KEVIN WILLIAM WESSELL; MATT MITCHELL,
Hesse; COMPANIES INCORPORATED,
a/k/a
Paul
Matthew
Defendants - Appellants.
Appeal from the United States District Court for the District of
Maryland, at Baltimore.
William D. Quarles, Jr., District
Judge. (1:11-cv-00543-WDQ)
Submitted:
January 31, 2013
Decided:
February 7, 2013
Before SHEDD and KEENAN, Circuit Judges, and HAMILTON, Senior
Circuit Judge.
Affirmed by unpublished per curiam opinion.
G. Marshall Hann, LAW OFFICE OF G. MARSHALL HANN, Valencia,
California; Mary T. Keating, LAW OFFICE OF MARY T. KEATING,
Baltimore, Maryland, for Appellants.
William M. Krulak, Jr.,
MILES & STOCKBRIDGE P.C., Baltimore, Maryland, for Appellees.
Unpublished opinions are not binding precedent in this circuit.
Appeal: 12-2068
Doc: 35
Filed: 02/07/2013
Pg: 2 of 9
PER CURIAM:
Kevin
Incorporated
Wessell,
Matt
(collectively,
district
court’s
order
FastVDO,
LLC,
and
(collectively,
“the
“the
Wessell
summarily
Paramount
and
granting
parties”)
Companies
parties”)
Pankaj
International
Topiwala
settlement agreement.
Mitchell,
appeal
Topiwala,
Holding,
motion
to
the
LLC’s
enforce
a
Finding no reversible error, we affirm.
I.
The Topiwala parties filed suit against the Wessell
parties, claiming various causes of action based on the Wessell
parties’ allegedly fraudulent business practices.
Following the
district court’s referral of the case to a magistrate judge for
settlement,
settlement
the
parties
conference.
met
At
with
the
the
end
magistrate
of
the
judge
for
conference,
a
the
parties and their attorneys signed a written document entitled
“Settlement Terms.”
The document consisted of seven paragraphs,
including provisions that the Wessell parties transfer to the
Topiwala
parties
several
real
properties
free
and
clear
of
encumbrances, that the Wessell parties pay the Topiwala parties
$600,000 then and $350,000 within thirty days, that the Topiwala
parties would release the Wessell parties upon full performance,
and that full releases and a mutual nondisparagement agreement
incorporating the agreed terms would follow.
2
Appeal: 12-2068
Doc: 35
Filed: 02/07/2013
After
the
Pg: 3 of 9
settlement
conference,
the
district
court
entered a settlement order pursuant to Local Rule 111, to which
none of the parties objected.
Nonetheless, over the following
months, the parties were unable to consummate the settlement
agreement.
Accordingly, the Topiwala parties moved to enforce
the settlement agreement.
The
contending
Wessell
that
parties
they
never
opposed
intended
the
the
motion,
primarily
“Settlement
Terms”
document to be a binding settlement agreement, but also alleging
that they were rushed into signing the document and that their
agreement
to
two
of
the
document’s
terms
was
a
“mistake.”
First, the Wessell parties explained that they were rushed at
the end of the settlement conference because they had a plane to
catch.
the
Second, they explained: (1) that their agreement to pay
Topiwala
parties
$350,000
within
thirty
days
was
a
“mistake,” because they contemplated using a certain deed of
trust to satisfy this obligation, believed at the time of the
settlement
conference
that
the
deed
was
worth
$350,000,
but
later discovered the deed was worth only $320,000; and (2) that
their
agreement
properties
free
to
transfer
and
clear
to
of
the
Topiwala
encumbrances
parties
was
a
certain
“mistake,”
because they believed at the time of the settlement conference
the properties to be free and clear, but later discovered a
possible $65,000 lien.
3
Appeal: 12-2068
Doc: 35
The
Filed: 02/07/2013
district
court
Pg: 4 of 9
rejected
the
Wessel
parties’
arguments, and summarily granted the Topiwala parties’ motion.
The court determined that there was no genuine dispute regarding
whether the parties had entered into a settlement agreement,
that the “Settlement Terms” document unambiguously evinced an
intent to be bound and contained sufficiently definite terms,
and that the Wessell parties’ “mistakes” were no excuse.
appeal,
the
erred in:
the
Wessell
parties
contend
that
the
district
On
court
(1) entering the Rule 111 order, (2) determining that
parties
had
entered
into
an
enforceable
settlement
agreement, and (3) enforcing the settlement agreement without
holding a plenary hearing.
II.
A.
The
Wessell
parties
first
allege
that
the
district
court erred in entering a settlement order pursuant to Local
Rule 111.
District
Rule 111 of the Local Rules for the United States
Court
for
the
District
of
Maryland,
entitled
“Settlement Orders,” provides that upon notification by counsel
that a case has been settled, the district court may enter an
order dismissing the case without prejudice.
While the Wessel
parties contend that it was the magistrate judge who notified
the
court
of
the
parties’
settlement,
4
the
district
court
Appeal: 12-2068
Doc: 35
Filed: 02/07/2013
Pg: 5 of 9
explicitly stated in its order that it received notification
from the Wessell parties.
Accordingly, the district court did
not err in entering the Rule 111 order.
B.
The
Wessell
parties
next
contend
that
the
district
court erred in determining that the parties had entered into an
enforceable settlement agreement.
When considering a motion to
enforce
the
a
settlement
agreement,
standard contract principles.
378
F.3d
373,
380
(4th
Cir.
district
court
applies
Bradley v. Am. Household Inc.,
2004).
Under
Maryland
law,
a
settlement agreement exists if the parties intended to be bound
and
the
Cochran
agreement’s
v.
terms
are
919
A.2d
Norkunas,
sufficiently
700,
708
definite.
(Md.
2007).
See
In
determining whether the parties intended to be bound, Maryland
law utilizes an objective approach.
Id. at 709.
Under this
approach, the court asks what a reasonably prudent person in the
parties’ position would have understood to be the meaning of the
agreement.
Id. at 710.
Where the language of the agreement is
unambiguous, Maryland’s objective approach requires the court to
give effect to the agreement’s plain meaning, and not to inquire
into what the parties may have subjectively intended.
at 709.
See id.
As for definiteness, the parties may be silent with
respect to relevant but nonessential terms, and this will not
5
Appeal: 12-2068
Doc: 35
Filed: 02/07/2013
Pg: 6 of 9
destroy a settlement agreement’s enforceability.
See id. at
708.
A
settlement
agreement
may
be
enforceable
notwithstanding the fact that it is not yet consummated.
See
Hensley v. Alcon Labs., Inc., 277 F.3d 535, 542 (4th Cir. 2002)
(contrasting consummating a settlement agreement from reaching
one).
about
Moreover, the fact that a party has “second thoughts”
the
agreement’s
unenforceable.
results
does
not
render
the
agreement
Id. at 540.
We conclude that the district court did not err in
determining that the parties entered into a binding settlement
agreement.
evinces
definite
The
an
“Settlement
intent
terms.
to
be
First,
Terms”
bound,
both
the
document
and
unambiguously
contains
document’s
sufficiently
title
and
its
contents would lead a reasonable person in the parties’ position
to believe that it was susceptible to only one meaning, as a
binding agreement to settle the case along the terms contained
therein.
See Cochran, 919 A.2d at 710.
contained
all
essential
specific
properties
specific
dates
nondisparagement
emphasized
the
of
and
terms
of
the
sums
of
money
transfers,
a
agreement.
absence
Second, the document
of
settlement,
release,
While
various
to
a
the
terms
—
be
including
transferred,
warrantee,
Wessell
such
as
and
a
parties
a
venue
provision, a liquidated damages clause, and the precise timing
6
Appeal: 12-2068
Doc: 35
Filed: 02/07/2013
Pg: 7 of 9
of some transfers — the district court properly found that those
terms’
absence
did
not
prevent
enforceability,
terms were relevant, but nonessential.
because
such
See id. at 708.
C.
Finally, the Wessell parties contend that the district
court abused its discretion in summarily granting the Topiwala
parties’ motion to enforce the settlement agreement.
This court
reviews the district court’s findings of fact for clear error
and
its
abuse
determination
of
to
discretion.
enforce
See
a
Hensley,
settlement
277
F.3d
agreement
at
541.
for
The
district courts have inherent authority to enforce settlement
agreements.
Id. at 540.
However, to exercise this authority,
the district court must (1) find that the parties have reached a
complete agreement, and (2) be able to determine the agreement’s
terms and conditions.
enforce
a
settlement
Id. at 540-41.
agreement,
if
In determining whether to
there
is
a
substantial
factual dispute over either the agreement’s existence or its
terms, then the district court must hold a plenary evidentiary
hearing.
Id. at 541 (citing Millner v. Norfolk & W. Ry. Co.,
643 F.2d 1005, 1009 (4th Cir. 1981)).
If, however, a settlement
agreement exists and its terms and conditions can be determined,
as
long
as
the
excuse
for
nonperformance
is
comparatively
unsubstantial, the court may enforce the agreement summarily.
Id. at 540 (citing Millner, 643 F.2d at 1009).
7
Appeal: 12-2068
Doc: 35
Filed: 02/07/2013
Pg: 8 of 9
We conclude that the district court did not abuse its
discretion in summarily granting the Topiwala parties’ motion to
enforce the settlement agreement.
Though the Wessell parties
challenged whether a settlement agreement existed, the district
court determined that there was no substantial factual dispute
with respect to the agreement’s existence, because the Wessell
parties’ claim that there was no “meeting of the minds” was
implausible.
The claim was entirely unsubstantiated and plainly
pretextual.
The parties drafted a written agreement entitled
“Settlement Terms,” signed the agreement, and represented to the
district court that they had reached a settlement agreement.
The Wessell parties’ alternative arguments against enforcement —
that they were rushed into the agreement because they had a
plane to catch, and that they mistakenly agreed to certain terms
that they later discovered would be more difficult to satisfy
than anticipated — expose their true motivations for avoiding
the agreement.
In
light
of
these
facts,
there
was
no
substantial
dispute regarding the agreement’s existence, or its terms.
See
Hensley, 277 F.3d at 541 (citing Millner, 643 F.2d at 1009); cf.
Kukla v. Nat’l Distillers Prods. Co., 483 F.2d 619, 622 & n.1
(6th Cir. 1973) (substantial factual dispute existed concerning
oral agreement); Autera v. Robinson, 419 F.2d 1197, 1201 (D.C.
Cir.
1969)
(substantial
factual
8
dispute
existed
concerning
Appeal: 12-2068
Doc: 35
Filed: 02/07/2013
Pg: 9 of 9
appellant’s ability to assent due to limited English language
skills and possible duress).
“catch-a-plane”
and
Moreover, the Wessell parties’
“mistake”
“excuses”
comparatively, but wholly unsubstantial.
are
not
merely
See Hensley, 277 F.3d
at 540 (citing Millner, 643 F.2d at 1009).
Accordingly, the
district court did not err in summarily enforcing the settlement
agreement.
We therefore affirm the district court’s order.
dispense
with
contentions
are
oral
argument
adequately
because
presented
in
the
the
facts
We
and
legal
materials
before
this court and argument would not aid the decisional process.
AFFIRMED
9
Disclaimer: Justia Dockets & Filings provides public litigation records from the federal appellate and district courts. These filings and docket sheets should not be considered findings of fact or liability, nor do they necessarily reflect the view of Justia.
Why Is My Information Online?