Elliott v. Future Motion, Inc.

Filing 33

ORDER DENYING 23 MOTION TO ENFORCE SETTLEMENT. Signed by Judge Beth Labson Freeman on March 5, 2025. (blflc2, COURT STAFF) (Filed on 3/5/2025)

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UNITED STATES DISTRICT COURT

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NORTHERN DISTRICT OF CALIFORNIA

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SAN JOSE DIVISION

United States District Court
Northern District of California

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IN RE: FUTURE MOTION, INC.

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PRODUCTS LIABILITY LITIGATION

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This Document Relates to:

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Elliott v. Future Motion, Inc.,

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No. 23-cv-06426-BLF

Case No. 5:23-md-03087-BLF
ORDER DENYING MOTION TO
ENFORCE SETTLEMENT
[Re: MDL Dkt. No. 128; No. 23-cv-06426
Dkt. No. 23]

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Before the Court is Plaintiff Schuyler Elliott’s (“Elliott”) Opposed Motion to Enforce the

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Parties’ Agreement to Settle. MDL Dkt. No. 128; No. 23-cv-06426 Dkt. No. 23 (“Mot.”).

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Defendant Future Motion, Inc. (“Future Motion”) opposes Elliott’s motion. MDL Dkt. No. 130;

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No. 23-cv-06426 Dkt. No. 24 (“Opp.”). Elliott filed a reply in support of the motion. MDL Dkt.

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No. 131; No. 23-cv-06426 Dkt. No. 25 (“Reply”). The Court previously determined that this

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motion is suitable for disposition without oral argument and vacated the hearing date. MDL Dkt.

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No. 297; No. 23-cv-06426 Dkt. No. 32.
For the following reasons, the Court hereby DENIES Elliott’s motion.

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I.

BACKGROUND

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Elliott initially sued Future Motion in Florida state court on May 24, 2023, seeking to

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recover for injuries sustained while riding Future Motion’s “OneWheel” product on a beach in

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Florida. Dkt.1 No. 1-1. After being served on June 20, 2023, Future Motion removed the action to

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the United States District Court for the Middle District of Florida on July 10, 2023. Dkt. No. 1.

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On December 14, 2023, the case was transferred into In re Future Motion, Inc. Products Liability

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Unless denominated as “MDL Dkt. No.,” all docket citations are to the individual docket in
Elliott v. Future Motion, Inc., No. 23-cv-06426 (opened Dec. 14, 2023).
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Litigation, No. 23-md-3087 (N.D. Cal.), a multi-district litigation (“MDL”) before the

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undersigned. Dkt. No. 18.

United States District Court
Northern District of California

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While the MDL transfer petition was pending, counsel for Future Motion contacted

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counsel for Elliott to invite Elliott to participate in a “Settlement Summit” scheduled for

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December 6–8, 2023. Dkt. No. 23-2 at 2. The invitation letter explained that Future Motion was

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facing “growing litigation costs” in light of the “significant number of lawsuits” that had been

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filed against it across the country, so the purpose of the Summit was to “us[e] the remaining

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insurance funds to resolve lawsuits that fall within the 2019 and 2020 policy periods.” Id. Among

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other information, the Settlement Summit invitation letter noted that “if the Settlement Summit

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can resolve a significant number of the total 2019 and 2020 claims, the insurance carrier will

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consider working with Future Motion to resolve the self-insured retention issue, which currently is

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an impediment to settlement for Future Motion.” Id. at 3.

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The Settlement Summit was held as scheduled at Elliott’s counsel’s office, and Elliott’s

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counsel Michael Morgan and Eitan Goldrosen participated in the summit on his behalf. Dkt. No.

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24-1, Declaration of John J. Wackman in Opposition to Plaintiff Schuyler Elliott’s Motion to

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Enforce Settlement (“Wackman Decl.”) ¶ 2. Before negotiations commenced, Future Motion’s

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counsel explained to the participating plaintiffs’ counsel that “in order to ultimately achieve

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settlements, a sufficient number of cases had to be tentatively agreed to in principle in either or

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both of the two policy years at issue, 2019 and 2020, such that the insurance provider for those

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years would agree to waive the self-insured retention (‘SIR’) applicable to each claim being

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negotiated.” Id. ¶¶ 3–4. Elliott’s case fell into the 2020 policy year. Id. Future Motion’s counsel

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attests that, as the summit proceeded, Elliott’s counsel “occasionally c[a]me into [Future

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Motion’s] conference room to discuss the progress of the Summit,” and at one point Counsel

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Morgan inquired specifically into whether Future Motion “thought a sufficient number of

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settlements could be achieved to trigger a waiver of the SIR.” Id. ¶ 5.

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After the summit concluded, negotiations continued between Future Motion and various

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plaintiffs’ counsel via email exchanges and telephone calls. Id. ¶ 6. Accordingly, on December

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11, 2023, Future Motion sent an email to Elliott’s counsel entitled “Future Motion Negotiations,”
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United States District Court
Northern District of California

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which listed various plaintiffs and the settlement amount that Future Motion was willing to offer

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each of those individuals. See Dkt. No. 23-1 at 4–5. In that email, Future Motion offered Elliott

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$45,000 to settle his case. Id. at 5. Elliott countered with an offer of $60,000, id. at 4, and Future

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Motion responded with a final offer of $50,000, id. at 3. Elliott accepted the $50,000 offer the

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next day. Id. at 2. Future Motion ultimately “achieve[d] a sufficient number of settlements on

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2019 policy year cases to allow for a waiver of the SIR applicable to 2019 claims, but was unable

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to resolve a sufficient number of cases in the 2020 policy year to achieve a waiver.” Wackman

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Decl. ¶ 6. Accordingly, the 2019 cases were settled, but the 2020 cases were not. See id.

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In January 2024, a dispute arose over whether Elliott’s case had been finally settled. See

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Dkt. No. 23-3 at 4. In an email exchange, Future Motion’s counsel stated to Elliott’s counsel that

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there had not been enough cases with preliminary settlements falling within the 2020 insurance

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policy period to trigger waiver of the SIR and allow for final settlement. Id. However, Elliott’s

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counsel disputes that “all settlements during the Settlement Summit and the nearly 2 months of

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negotiations that followed were contingent upon SIR waiver.” Dkt. No. 23-4 at 2. Elliott filed the

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present motion to resolve this dispute.

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II.

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LEGAL STANDARD
“[A] district court has the equitable power to enforce summarily an agreement to settle a

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case pending before it.” Callie v. Near, 829 F.2d 888, 890 (9th Cir. 1987) (citations omitted). The

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Parties agree that Florida law applies to the settlement in question. Mot. at 4; Opp. at 5–6.

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Contract law governs the interpretation of settlement agreements. Robbie v. City of Miami,

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469 So. 2d 1384, 1385 (Fla. 1985) (citing Dorson v. Dorson, 393 So. 2d 632, 633 (Fla. Dist. Ct.

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App. 1981)). “A valid contract . . . is generally composed of four basic elements: offer,

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acceptance, consideration, and sufficient specification of essential terms.” Rauch, Weaver,

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Norfleet, Kurtz & Co. v. AJP Pine Island Warehouses, Inc., 313 So. 3d 625, 630 (Fla. Dist. Ct.

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App. 2021) (citing Jericho All-Weather Opportunity Fund, LP v. Pier Seventeen Marina & Yacht

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Club, LLC, 207 So. 3d 938, 941 (Fla. Dist. Ct. App. 2016)). “Even though all the details are not

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definitely fixed, an agreement may be binding if the parties agree on the essential terms and

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seriously understand and intend the agreement to be binding on them.” Blackhawk Heating &
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Plumbing Co. v. Data Lease Fin. Corp., 302 So. 2d 404, 408 (Fla. 1974). Whether a binding

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settlement agreement was achieved is judged using a preponderance of the evidence standard.

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Welch v. N. Am. Tank Line, Inc., No. 06-cv-2340, 2008 WL 3982394, at *2 (M.D. Fla. Aug. 25,

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2008) (citing U.S. Fire Ins. Co. v. Caulkins Indiantown Citrus Corp., 931 F.2d 744, 749 (11th Cir.

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1991)).
The law favors enforcement of settlement agreements “whenever possible, [but] the

United States District Court
Northern District of California

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evidence must clearly demonstrate that there was mutual agreement to the material settlement

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terms.” Gira v. Wolfe, 115 So. 3d 414, 417 (Fla. Dist. Ct. App. 2013) (citing Cheverie v. Geisser,

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783 So. 2d 1115, 1119 (Fla. Dist. Ct. App. 2001)). “Where the parties are merely negotiating as to

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the terms of an agreement to be entered into between them, there is no meeting of the minds, and

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consequently no contract while the agreement is incomplete.” Goff v. Indian Lake Ests., Inc., 178

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So. 2d 910, 912 (Fla. Dist. Ct. App. 1965). “The party seeking to enforce a settlement agreement

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bears the burden of showing the opposing party assented to the terms of the agreement.” Spiegel

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v. H. Allen Holmes, Inc., 834 So. 2d 295, 297 (Fla. Dist. Ct. App. 2002) (citing Carroll v. Carroll,

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532 So. 2d 1109, 1109 (Fla. Dist. Ct. App. 1988), rev. denied, 542 So. 2d 1332 (Fla. 1989)).

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III.

DISCUSSION

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In his motion, Elliott argues that settlement should be enforced because “[t]he only

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material settlement term was the amount of money [Future Motion] would pay Elliott to resolve

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his case.” Mot. at 5 (citing Dkt. No. 23-1 at 2). Future Motion responds that its agreement to

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settle was conditional upon a “clear requirement that a sufficient number of tentative settlements

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be reached to trigger a waiver of the applicable SIR.” Opp. at 7. On Reply, Elliott argues that

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Florida law disfavors conditions precedent—such as the SIR waiver condition—and that the

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Parties’ communications and course of dealing indicate that there was no “requirement” of

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achieving an SIR waiver in order to finalize settlement. Reply at 1–3.

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The Court concludes that Elliott has failed to carry his burden of showing by a

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preponderance of the evidence that he reached a binding settlement agreement with Future

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Motion, because a known condition precedent was not met. The uncontroverted evidence

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indicates that Elliott’s counsel was well aware of the condition that a sufficient number of the
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United States District Court
Northern District of California

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2020 cases would need to be tentatively resolved so as to obtain a waiver of the SIR from the

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insurance carrier before settlements could be finalized. Elliott’s attorneys were informed at the

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time they were invited to the Settlement Summit that “if the Settlement Summit can resolve a

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significant number of the total 2019 and 2020 claims, the insurance carrier will consider working

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with Future Motion to resolve the self-insured retention issue, which currently is an impediment to

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settlement for Future Motion.” Dkt. No. 23-2 at 3 (emphasis added). Then, before the Summit

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began, Future Motion’s counsel explained to the participating plaintiffs’ counsel that “in order to

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ultimately achieve settlements, a sufficient number of cases had to be tentatively agreed to in

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principle in either or both of the two policy years at issue, 2019 and 2020, such that the insurance

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provider for those years would agree to waive the self-insured retention (‘SIR’) applicable to each

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claim being negotiated.” Wackman Decl. ¶¶ 3–4. Evidencing their understanding of this

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condition, over the next couple of days Elliott’s counsel “occasionally c[a]me into [Future

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Motion’s] conference room to discuss the progress of the Summit,” and one of Elliott’s attorneys

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expressly inquired into whether Future Motion “thought a sufficient number of settlements could

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be achieved to trigger a waiver of the SIR.” Id. ¶ 5.

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Given that Elliott’s counsel has not provided a declaration disputing these attestations—

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and, in particular, he does not attest that, as to Elliott, Future Motion abandoned its requirement

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that a sufficient number of plaintiffs tentatively reach agreement so as to pave the way for waiver

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of the SIR—the Court is not convinced that “[t]he only material settlement term was the amount

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of money [Future Motion] would pay Elliott to resolve his case.” Mot. at 5. Elliott’s evidence in

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support of this argument is an email exchange entitled “Future Motion Negotiations” that begins

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with Future Motion’s counsel stating that the email includes “Future Motion’s next moves,”

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followed by a list of plaintiffs and the amount that Future Motion is willing to pay to settle each

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plaintiff’s case. Dkt. 23-1 at 4–5. The final email in the thread (as depicted in Exhibit 1 to

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Elliott’s motion) is from Elliott’s counsel and begins: “Please see below and let me know if you’d

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like to discuss.” Id. at 2. Toward the end of the email, one line reads: “Elliott: Accepts 50k.” Id.

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While this email exchange may be evidence of the Parties’ efforts to “negotiat[e] as to the terms of

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an agreement to be entered into between them,” the Court finds that it fails to prove a sufficient
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United States District Court
Northern District of California

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“meeting of the minds” as to an entire contract. See Goff, 178 So. 2d at 912. It is not at all

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apparent from Plaintiff’s exhibits that Future Motion intended the email to be a complete,

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standalone offer to Elliott.

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Indeed, Future Motion’s submissions make quite clear that Elliott’s counsel knew that was

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not the intention. See Wackman Decl. ¶¶ 3–5. And the email exchange on which Elliott relies is

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consistent with this understanding, since it indicates only that the Parties continued to negotiate

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via phone and email after the Settlement Summit until they reached agreement as to one settlement

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term. Preliminary agreement on one term does not amount to an enforceable settlement agreement

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where it is not clear that there was a meeting of the minds on all material terms and a “serious[]

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understand[ing]” and intent to be bound by the contract, see Blackhawk Heating & Plumbing Co.,

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302 So. 2d at 408, proof of which must be “supported by competent substantial evidence,” see

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Cheverie, 783 So. 2d at 1119. Taking into account Future Motion’s uncontroverted evidence of

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Elliott’s counsel’s knowledge of the condition precedent, the Court cannot find that Elliott has

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provided competent substantial evidence that the Parties mutually intended for the email exchange

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to create a contract with only one material term.

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Elliott argues on Reply that Future Motion’s requirement of achieving enough settlements

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to trigger waiver of the SIR is a “condition precedent” and, “[a]s a general rule, conditions

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precedent are not favored.” In re Est. of Boyar, 592 So. 2d 341, 343 (Fla. Dist. Ct. App. 1992);

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see Reply at 1–3. Nearly all of the authorities on which Elliott relies in making this argument

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involve a court interpreting a provision within a document that was clearly intended to form a

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contract. For example, Raban v. Federal Express, 13 So. 3d 140 (Fla. Dist. Ct. App. 2009),

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involved a dispute over a “washout settlement agreement” that included terms such as the

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following: “The parties agree to settle this case in its entirety for the sum of $200,000.00, inclusive

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of Attorney Fees and Costs,” “Claimant agrees to execute a general release and waiver,” and “this

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agreement is contingent upon excess carrier approval.” Id. at 142. Interpreting those terms, the

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court explained that “the Agreement provided that Claimant agreed to execute a release, but did

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not expressly condition formation of the Agreement on the execution of the release,” and found

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that the relevant term was not a condition precedent because elsewhere in the contract “the parties
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Northern District of California

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used express language to make excess carrier approval a condition precedent.” Id. at 144.

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Likewise, the court in Covelli Family, L.P. v. ABG5, LLC, 977 So. 2d 749 (Fla. Dist. Ct. App.

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2008), reviewed a termination clause in a lease agreement and found that because that provision

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did not “expressly state that obtaining a contractor’s estimate is a condition precedent to [the] right

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to terminate,” it would not construe that provision as a condition precedent. Id. at 753. Elliott’s

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other cases are similar. See Chipman v. Chipman, 975 So. 2d 603, 607 (Fla. Dist. Ct. App. 2008)

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(“Looking to the plain language in Section I of the agreement, there is no indication that any

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provision in that section was intended to be a condition precedent to the contract’s validity.”);

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Cook v. Cook, 94 So. 3d 683, 685 (Fla. Dist. Ct. App. 2012) (explaining that “Paragraph (6) [of

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the written settlement agreement] . . . specifically allows for the modification of alimony if there is

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a modification to the custody restrictions but does not restrict the modification of alimony to only

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those circumstances,” and concluding that the provision was “not a condition precedent”).

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In contrast to those cases, Elliott does not ask the Court to interpret whether a provision

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appearing within a detailed contract is a condition precedent. Instead, Elliott asks the Court to find

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that an ambiguous email exchange amounts to a complete and enforceable contract, and that a

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condition precedent to finalization of the agreement—of which both Parties were evidently

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aware—does not exist. The Court declines this request. Although conditions precedent are not

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“favored,” they can be effectuated by “plain, unambiguous language or by necessary implication.”

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In re Est. of Boyar, 592 So. 2d at 343. Here, both situations apply: Future Motion communicated

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in plain, unambiguous language the condition related to the SIR waiver, see Wackman Decl. ¶¶ 3–

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5, and the condition is necessarily implied by the incomplete nature of the email exchange—which

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was following up on the Settlement Summit—submitted by Elliott, see Dkt. Nos. 23-1, 23-2.

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For similar reasons, this case is not like White v. White, 141 So. 3d 645 (Fla. Dist. Ct. App.

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2014). As Elliott correctly notes, White involved a dissolution of marriage agreement. See Reply

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at 2; 141 So. 3d at 646. Among various specific terms, the agreement “contained the following

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language: 8. ALLOCATION OF DEBTS. Husband will assume all wife’s credit card debt for the

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following cards and balances. Husband will not be responsible for any additional charges placed

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on these cards by the wife.” 141 So. 3d at 646. A dispute over that provision arose, and the trial
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United States District Court
Northern District of California

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court issued an order “requiring the former wife to pay her credit card debt before the former

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husband would be required to reimburse her.” Id. The appellate court reversed and remanded,

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concluding that the husband’s asserted condition precedent—that the wife pay her debt before

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being reimbursed—contradicted the “clear and unambiguous” language of the marital settlement

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agreement, and should thus be rejected because such conditions will generally not be found except

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by plain language or necessary implication. Id. Again, though, the issue presented by Elliott’s

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motion is not the meaning of a specific term or provision in a written contract. Rather, it is about

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whether the Court can ignore both Parties’ awareness of an unambiguous condition precedent to

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entry into the contract and instead enforce an ambiguous email exchange as the entire contract. It

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cannot. Future Motion’s counsel has submitted undisputed evidence showing that the condition

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was clearly communicated (and understood) prior to commencement of settlement negotiations.

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See Wackman Decl. ¶¶ 3–6. This fact pattern easily distinguishes the motion before the Court

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from a case in which “a party makes a subsequent assertion unsupported by the parties’

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communications,” Reply at 2, as was the issue in White. For that reason, White is simply not

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analogous to Elliott’s situation.

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Elliott’s other arguments on Reply fare no better. First, the SIR waiver condition is not

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vague or ambiguous. As Future Motion’s counsel attests, and as Elliott’s counsel has not

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controverted, Future Motion’s counsel explained to the plaintiffs’ counsel participating in the

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Settlement Summit that “in order to ultimately achieve settlements, a sufficient number of cases

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had to be tentatively agreed to in principle in either or both of the two policy years at issue, 2019

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and 2020, such that the insurance provider for those years would agree to waive the self-insured

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retention (‘SIR’) applicable to each claim being negotiated.” Wackman Decl. ¶ 3. Elliott’s

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counsel demonstrated their understanding of this condition by following up about it throughout the

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Summit, id. ¶ 5, which undermines Elliott’s after-the-fact argument about ambiguity.

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Second, Elliott has not submitted any competent evidence suggesting the principle that

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“one who prevents the happening of a condition precedent upon which his liability is made to

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depend, cannot avail himself of his own wrong and thereby be relieved of his responsibility to

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perform under the contract,” Ward v. Branch, 429 So. 2d 71, 74 (Fla. Dist. Ct. App. 1983), applies
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Northern District of California

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here. Contrary to Elliott’s arguments, Future Motion did not have unilateral control over whether

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cases settled; both sides to a settlement negotiation have valuations and options that they are

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considering in deciding whether to agree to settle for a certain amount. The email exchange on

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which Elliott relies in bringing this motion shows that Future Motion continued to “remain

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interested in resolving cases” and was “open to discussions on any of the cases,” and that Future

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Motion moved in the amount it was willing to offer Elliott in order to facilitate settlement. Dkt.

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No. 23-1 at 3–4. Future Motion also mentioned in another email that it was “really hoping [to]

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resolve the 2019 claims” in order to trigger the SIR waiver. Dkt. No. 23-3 at 12. There is no

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evidence indicating that Future Motion intentionally rejected reasonable settlement offers in order

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to avoid triggering the SIR waiver for either policy period.

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In sum, the Court concludes that the preponderance of the evidence supports a finding that

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achieving a sufficient number of settlements to trigger an SIR waiver was a condition precedent to

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finalization of Elliott’s settlement. “A condition may be either a condition precedent to the

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formation of a contract or a condition precedent to performance under an existing contract.”

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Mitchell v. DiMare, 936 So. 2d 1178, 1180 (Fla. Dist. Ct. App. 2006). “In the case of a condition

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precedent to formation, as here, the contract does not exist unless and until the condition occurs.”

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Id. Due to an insufficient number of settlements-in-principle, the SIR waiver applicable to

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Elliott’s claim was not triggered. Accordingly, a condition precedent to formation of the contract

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was not met. Elliott has failed to carry his burden to prove the existence of an enforceable

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settlement agreement.

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IV.

ORDER

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For the foregoing reasons, IT IS HEREBY ORDERED that Plaintiff Schuyler Elliott’s

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Opposed Motion to Enforce the Parties’ Agreement to Settle (MDL Dkt. No. 128; No. 23-cv-

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06426 Dkt. No. 23) is DENIED.

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IT IS SO ORDERED.

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Dated: March 5, 2025
______________________________________
BETH LABSON FREEMAN
United States District Judge
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