Charity Swift v. Frontier Airlines, Inc

Filing

UNPUBLISHED PER CURIAM OPINION filed. Originating case number: 1:14-cv-01139-AJT-IDD. Copies to all parties and the district court/agency. [999731544]. [15-1261]

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UNPUBLISHED
UNITED STATES COURT OF APPEALS
FOR THE FOURTH CIRCUIT

No. 15-1261

CHARITY CHIDINMA EMERONYE SWIFT,
Plaintiff – Appellant,
v.
FRONTIER AIRLINES,
JANE DOE,

INCORPORATED,

a

Colorado

corporation;

Defendants - Appellees.

Appeal from the United States District Court for the Eastern
District of Virginia, at Alexandria.
Anthony J. Trenga,
District Judge. (1:14-cv-01139-AJT-IDD)

Submitted:

September 18, 2015

Decided:

January 7, 2016

Before MOTZ, DIAZ, and HARRIS, Circuit Judges.

Affirmed by unpublished per curiam opinion.

Charity Chidinma Emeronye Swift, Stephen Christopher Swift,
SWIFT & SWIFT, ATTORNEYS AT LAW, P.L.L.C., Alexandria, Virginia,
for
Appellant.
Sarah
E.
Moffett,
Joseph
M.
Rainsbury,
LECLAIRRYAN, Alexandria, Virginia; Austin W. Bartlett, Paula L.
Wegman, Steven L. Boldt, Charles Ingrassia, ADLER MURPHY &
MCQUILLEN LLP, Chicago, Illinois, for Appellees.

Unpublished opinions are not binding precedent in this circuit.

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PER CURIAM:
Charity Chidinma Emeronye Swift appeals from the district
court’s order granting Frontier Airlines’s motion to enforce an
oral settlement agreement and dismissing Swift’s action.

We

hold that the district court did not abuse its discretion in
enforcing the settlement agreement.
When

considering

agreement,

the

principles.

a

district

Thus, we affirm.

motion
court

to

enforce

applies

a

settlement

standard

contract

Bradley v. Am. Household Inc., 378 F.3d 373, 380

(4th Cir. 2004).

To enforce a settlement agreement under its

inherent equity power, the district court “(1) must find that
the parties reached a complete agreement and (2) must be able to
determine its terms and conditions.”
Inc.,

277

F.3d

district

court’s

decision

to

discretion.

535,

540-41

findings

enforce

a

Id. at 541.

(4th

of

Hensley v. Alcon Labs.,

Cir.

fact

settlement

for

2002).
clear

agreement

We
error
for

review

a

and

its

abuse

of

“Having second thoughts about the

results of a valid settlement agreement does not justify setting
aside an otherwise valid agreement . . . and the fact that the
agreement is not in writing does not render it unenforceable.”
Id. at 540 (citations and quotation marks omitted).

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Under Virginia law, * “settlement agreements are treated as
contracts

subject

interpretation.”
Cir. 1991).

to

the

general

principles

of

contract

Byrum v. Bear Inv. Co., 936 F.2d 173, 175 (4th

A contract is formed when the offeree communicates

its acceptance to the offeror.

See Levy v. Beach Inv. Corp.,

181 S.E.2d 607, 607–08 (Va. 1971).
Swift proffers numerous arguments supporting her contention
that

no

binding

settlement

agreement

exists.

First,

Swift

asserts that her signing a release was a condition precedent to
the

creation

of

an

enforceable

agreement.

However,

when

questioned, Swift’s counsel (who was also her husband) could not
reference

any

discussion

such a requirement.
was

understood,

or

other

objective

manifestation

of

While counsel claimed that the condition

although

not

explicitly

verbalized,

Virginia

courts “ascertain whether a party assented to the terms of a
contract from that party’s words or acts, not from his or her
unexpressed state of mind.”
175

(Va.

2007).

Phillips v. Mazyck, 643 S.E.2d 172,

Virginia

courts

require

an

objective

manifestation of consent to contract terms; “[a] party’s silence
. . . is insufficient to show its intention to be bound by the
*

Frontier asserts that
settlement agreements arising
However, Frontier notes that
that, even if federal common
may be considered.

choice of law in the context of
under federal law is unsettled.
Swift cites to Virginia law and
law applies, Virginia common law

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terms of a contract.”

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Id. at 176.

Because, in reaching the

agreement, no mention was made of a requirement of a subsequent
written confirmation, the fact that the release was never signed
does not undermine the existence of the prior oral settlement
agreement.
Next,
proffered

Swift

contends

release,

that

together

with

the
the

very

existence

fact

of

that

release

the

the

allegedly added additional terms and required a signature, is
proof that there was no agreement prior to a signed release.
However,

the

mere

existence

of

an

unsigned

and

subsequent

release, even if it contains additional terms, does not void a
prior oral agreement.
(Va.

App.

2001)

See Hart v. Hart, 544 S.E.2d 366, 374-75

(holding

that,

once

a

contract

is

formed,

attempt to add new terms does not void the contract, but rather
relates to the performance of the contract).

In addition, in

the e-mail discussions regarding the release, Swift raised no
complaint

regarding

any

of

the

allegedly

additional

terms,

undermining her assertion that the release added terms and was
fundamentally unfair.

We conclude that the fact that Frontier

drafted a written release and forwarded it to Swift for her
signature did not void the oral settlement agreement.
Next, Swift asserts that the district court erred in ruling
without

a

agreement.

hearing

on

the

Specifically,

motion
Swift
4

to

enforce

claims

that

the
the

settlement
following

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material issues of fact existed: (1) whether there was a meeting
of the minds, (2) whether Swift’s husband had authority to act
on her behalf, and (3) whether the agreement reached included an
apology.

In

determining

whether

to

enforce

a

settlement

agreement, if there is a substantial factual dispute over either
the agreement’s existence or its terms, then the district court
must hold an evidentiary hearing.

Hensley, 277 F.3d at 541.

If, however, a settlement agreement exists and its terms and
conditions

can

nonperformance

be
is

determined,

as

comparatively

enforce the agreement summarily.
We

find

that

the

long

as

unsubstantial,

the
the

excuse

for

court

may

abuse

its

Id. at 540.

district

court

did

not

discretion in summarily granting Frontier’s motion to enforce
the settlement agreement.

Although Swift challenged whether a

settlement agreement existed, the district court determined that
there was no substantial factual dispute on the point, because
Swift’s

claim

that

there

was

no

“meeting

of

the

minds”

contradicted by the record and entirely unsubstantiated.

was
Both

parties agree that Swift requested a specific sum for dismissing
her case, Frontier agreed to pay it, and the parties shook hands
on the deal.

Swift’s request for an apology came later.

Nor do

we find any genuine issue of fact as to the authority of Swift’s
husband (who appeared as counsel for his wife) to act on her
behalf.
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Next,

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contends

Swift

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the

that

settlement

agreement

is

unenforceable because Frontier’s negotiation tactics were unfair
and in bad faith.
counsel

preyed

settlement.

Specifically, Swift asserts that Frontier’s

on

her

emotional

state

in

securing

an

unfair

Swift contends that the monetary settlement was

inequitable, and she would not have agreed to such an amount
absent

Frontier’s

counsel’s

misconduct

and

her

own

emotional

state.
If inadequacy of price or inequality in value are the only
indicia

of

unconscionability,

justify equitable relief.
371,

381–82

readily

(Va.

show

the

case

must

be

extreme

to

Smyth Bros. v. Beresford, 104 S.E.

1920).

that

the

Other

factors,

bargain

was

however,

more

unfair

legally

may

and

inequitable: concealments, misrepresentations, undue advantage,
oppression,
sickness,

or
old

evidence
age,

of

ignorance,

incapacity,

or

weakness

pecuniary

of

mind,

necessities.

Derby v. Derby, 378 S.E.2d 74, 79 (Va. App. 1989).
Here,

the

factors

unconscionability.
inequitable.

Nor

do

First,
is

not
the

there

support

bargain

any

that

argument

is

Frontier’s

Frontier
not

counsel

preyed

on

credible.
badgered

her

Swift
or
6

was

indication

misrepresented or concealed any evidence.
asserts

a

finding
not

of

obviously

that

Frontier

Finally, while Swift
emotional

does

strong

state,

this

not

contend

that

armed

her

during

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negotiations.

In

fact,

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Swift

contends

the

Frontier’s counsel pretended to be friendly.

opposite

—

that

Further, the offer

that was accepted was made by Swift herself, who is a lawyer and
who was represented by counsel at the settlement negotiations.
Given the undisputed facts, we conclude that the district court
did not abuse its discretion in rejecting the claim that the
contract was unconscionable.
Finally,
amounted

to

asserts

that

enters

into

Swift
a

contends

requirement

signing
the

a

that

that

release

agreement

would

the

she

district

sign

that
be

the

states

court’s

order

release.

She

that

perjury.

she

freely

However,

the

district court’s finding was that a contract existed prior to
the unexecuted release:

Frontier would pay the agreed amount in

exchange for dismissal of the suit and confidentiality.

Thus,

the release was not part of the oral contract and need not be
executed.
Thus, we affirm the district court’s order.

We dispense

with oral argument because the facts and legal contentions are
adequately

presented

in

the

materials

before

this

court

and

argument would not aid the decisional process.
AFFIRMED

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