Cope v. Gateway Area Development District, Inc. et al

Filing 66

MEMORANDUM OPINION & ORDER, granting 58 MOTION to Enforce Settlement Agreement and Dismiss by Gateway Area Development District, Inc., Gail Wright, and matter be DISMISSED AND STRICKEN from the Docket of this Court. Signed by Judge Henry R. Wilhoit, Jr on 3/20/17.(SMT)cc: COR

UNITED STATES DISTRICT COURT
EASTERN DISTRICT OF KENTUCKY
NORTHERN DIVISION AT ASHLAND

CASE NO. 0:14-CV-00017-HRW
DAVID COPE,

v.

PLAINTIFF,
MEMORANDUM OPINION AND ORDER

GATEWAY AREA DEVELOPMENT DISTRICT, INC.,
GAIL WRIGHT, individually and in her official capacity as the
Executive Director of Gateway Area Development District, Inc.,
and
DEBORAH ANDERSON, in her official capacity as the
Commissioner of the Department for Aging and Independent
Living of the Kentucky Cabinet for Health and Family Services,

DEFENDANTS.

This matter is before the Court upon Defendants Gateway Area Development, Inc. and
Gail Wright's Motion to Enforce Settlement Agreement and Dismiss All Plaintiffs Claims
[Docket No. 58]. The motion has been fully briefed by the parties [Docket Nos. 58-1, 59 and 62]
and for the reasons stated herein, the Court finds that the settlement agreement is enforceable
and, as such, Plaintiffs claim will be dismissed.

I.
The present action arises out of Mr. Cope's termination from employment with Gateway
Area Development District, Inc. ("GADD") and subsequent litigation. This lawsuit has traveled
a lengthy and tortured path. Ultimately, in a notice filed on March 2, 2016, the parties jointly
informed the Court that they had reached a settlement agreement and that they only needed to
finalize a release agreement to complete the settlement.

Weeks of negotiating the language of the agreement followed, including revisions of
language in the release and inclusion of an indemnification provision. Copies of the emails
between counsel are attached to Defendants' motion. The emails confirm they reached a final
agreement on the language of the release.
On April 15, 2016, after having had 23 days to consider the release language,
Plaintiffs counsel emailed undersigned counsel stating:
I actually had a chance to speak with Mr. Cope today and he
has agreed to sign the Agreement with a few minor
modifications to Paragraphs 3.1, 4.2, and 4.5. The changes are
highlighted below in BOLD CAPS. Please make these
changes and forward me a revised Agreement, and I will get his
signature.

[Docket No. 58-7, Email Exchange between Tony Bucher, counsel for Plaintiff, and D. Bany
Stilz, counsel for GADD and Ms. Wright, dated April 15 and 18, 2016] (emphasis
added). Plaintiffs counsel excerpted the language of the agreement his client wished to change
and bolded and capitalized the proposed revisions. Id. Defendants' counsel responded on April
18, 2016:
Attached is a revised version of the Release incorporating your last
changes. Please let me know when you have the Release signed
and will exchange it for the check. Thanks.

Id.
As indicated in the email, Defendants' counsel attached a revised version of the Release
Agreement, which incorporated the Plaintiffs requested revisions and made no other changes.

2

Despite those assurances, however, the Plaintiff refused to sign the agreement.
Defendants seek entry of an Order enforcing the agreement. In his response to
Defendants' motion, Plaintiff does not dispute the existence of an agreement, but asks that the
Court insert additional terms into it; terms that are not present in the Release, as written, nor
agreed upon by the paiiies.

II.
Settlement agreements are essentially a type of contract, and as such, they are subject
to contract principles. Hageman v. Signal L.P. Gas, Inc., 486 F.2d 479, 487 (6th Cir.1973).
Furthermore, when there is a question regarding the existence of a valid settlement agreement
between parties, the substantive law governing contracts generally should be applied. See

Bamerilease Capital Corp. v. Nearburg, 958 F.2d 150, 152 (6th Cir. 1992) (reversing district
court that failed to apply state contract law in determining the existence of a settlement
agreement). Kentucky law is well established regarding what is required to create a valid
contract: "The fundamental elements of a valid contract are 'offer and acceptance, full and
complete te1ms, and consideration."' Energy Home, Div. ofS. Energy Homes, Inc. v. Peay, 406
S.W.3d 828, 834 (Ky. 2013).
Agreements to settle disputed legal claims are enforceable if they meet the requirements
of contracts generally. See Cantrell Supply, Inc. v. Liberty Mut. Ins. Co., 94 S.W. 3d 381, 384
(Ky. App. 2002). The fact that a party will not execute a written agreement is no bar to its
enforcement:
Where all the substantial te1ms of a contract have been agreed on
and there is of a formal instrnment as a convenient memorial or
definitive record of the agreement does not leave the transaction

3

incomplete and without binding force in the absence of a positive
agreement that it should not be binding until so executed.

Dohrman v. Sullivan, 220 S.W.2d 973, 975 (Ky. 1949).

III.
Applying these principles establishes that, in this case, the pa1iies reached an
enforceable settlement agreement. The record clearly establishes that the parties filed a joint
notice with the Court on March 2, 2016 to infotm the Court that they had reached a tentative
settlement subject only to "finalization of a mutually acceptable settlement agreement." [Docket
No. 57) (emphasis added). Thereafter the parties negotiated revisions to the written agreement for
several weeks; then Plaintiff took several more weeks to consider those written terms. After
having 23 days to review the Release Agreement sent on March 23, 2016, Plaintiffs counsel
confirmed, via email to opposing counsel, that Plaintiff would sign the Agreement. Defendants'
counsel confirmed that he had accepted all of Plaintiffs proposed changes. At that point, all of
the substantial terms of the parties' agreement had been agreed upon and memorialized, leaving
here nothing left for future settlement.
Plaintiff did not raise any issue until almost three weeks after his counsel explicitly
assured Defendants' counsel that he had spoken with Plaintiff and that Plaintiff agreed to execute
the Agreement, with a few modifications, which Defendants included in the Agreement. At that
point, both parties expressed assent to the Release Agreement, which now constitutes an
enforceable settlement requiring the dismissal of Plaintiffs claims.
Plaintiff does not address the language of his counsel's April 15, 2016 email. Instead,
Plaintiff attempts to argue that the fact that Defendants refuse to agree to additional terms serves

4

as evidence that there was never a "meeting of the minds." Yet, there is nothing in the record
which supports his argument. To the contrary, there was a meeting of the minds, as evidenced by
the documents detailing months of negotiations.
Furthermore, the Court is not inclined to indulge Plaintiffs implication that a contract
may be undone, under the guise of judicial "clarification" of its terms.
IV.

Accordingly, IT IS HEREBY ORDERED that Defendants Gateway Area Development,
Inc. and Gail Wright's Motion to Enforce Settlement Agreement and Dismiss All Plaintiffs
Claims [Docket No. 58] be SUSTAINED and that this matter be DISMISSED and STRICKEN
from the Docket of this Court.
ThifJ_.t!__-!f:..;ofMarch, 2017.

s