NORTHERN MAINE TRANSPORT LLC v. ONEBEACON AMERICA INSURANCE COMPANY
Filing
49
ORDER granting 36 Motion to enforce settlement. By MAGISTRATE JUDGE MARGARET J. KRAVCHUK. (CWP)
UNITED STATES DISTRICT COURT
DISTRICT MAINE
NORTHERN MAINE TRANSPORT LLC, )
)
Plaintiff,
)
)
v.
)
)
ONEBEACON AMERICA INSURANCE )
COMPANY,
)
)
Defendant
)
1:10-cv-00370-JAW
ORDER ON DEFENDANT’S MOTION
TO ENFORCE SETTLEMENT AGREEMENT
Defendant OneBeacon America Insurance Company removed this matter from the
Aroostook County Superior Court in August 2010. Plaintiff Northern Maine Transport’s
complaint recites three counts arising under Maine statutory law and alleging an entitlement to
over $800,000 in insurance proceeds. On May 10, 2011, Defendant requested court enforcement
of a purported settlement agreement. The parties have entered a limited consent authorizing the
undersigned to hear evidence and resolve the pending motion to enforce. The matter came on for
hearing October 12, 2011. I now make the following findings of fact and conclusions of law.
FINDINGS OF FACT
Plaintiff Northern Maine Transport LLC has two owners/managers, Paul Beaudry and
Tyler Hallett. Plaintiff retained Attorney Alan Harding to represent it in its efforts to obtain
insurance proceeds from Defendant OneBeacon America Insurance Company following a fire at
Plaintiff’s premises. Given multiple coverage options and various insured loses, Attorney
Harding enlisted assistance from Shawn Manter, an independent insurance adjuster, to help
Plaintiff calculate and advance its claim in the most advantageous manner possible.
On March 14, 2011, the parties participated in a mediation session with Eugene Coughlin
serving as mediator. Messrs. Beaudry, Hallett, Harding and Manter appeared at the mediation on
behalf of Plaintiff. Each of these men appeared as a witness at the hearing on the pending
motion. Also present at the mediation were counsel for Defendant OneBeacon, Peter Marchesi,
as local counsel, and William Stewart of Pennsylvania. Mr. Stewart appeared as a witness at the
hearing. Although Defendant had personnel in attendance at the mediation, none of these
individuals appeared to testify at the hearing. The hearing was conducted by Attorney Marchesi
on behalf of Defendant/Movant, and by Attorney Roger Brunelle, Jr., on behalf of Intervenor
Plaintiff Paul Beaudry, the sole party in opposition to the motion. Attorney Samuel Lanham, Jr.,
appeared on behalf of Intervenor Plaintiff Tyler Hallett, who joined in support of the motion.
The testimony of the witnesses demonstrates, by a preponderance of the evidence, the following
facts.
Paul Beaudry and Tyler Hallett are the two managers of Plaintiff Northern Maine
Transport LLC. Neither man possesses exclusive authority to bind the company to a settlement
agreement. They both agreed to hire Attorney Harding to represent Plaintiff, but based on
Beaudry’s testimony, as of the March 14, 2011, mediation session, Beaudry was considering that
he might want to hire different counsel. The testimony of Beaudry, Harding, and Manter
indicates that Beaudry’s personal assumption about the value of Plaintiff’s insurance claim was
appreciably higher than the assessments of value indicated by Manter. Mr. Harding testified that
the claims were complex and that it was difficult to assess how to value and distribute Plaintiff’s
various losses across multiple coverage provisions. According to Harding, Beaudry was not
happy that maximum coverage could not be paid for “coverages that were not at stake.”
Similarly, Mr. Manter testified that Beaudry’s expectations were significantly higher than what
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was likely to be achieved. Based on the pleadings in this action, OneBeacon initially denied the
claim altogether, although there was no evidence presented regarding the circumstances
surrounding that initial denial of the claim.
Despite his frustrations, Beaudry agreed to go to the mediation with Hallett, Harding, and
Manter. On March 14, 2011, they gathered at Coughlin’s office and met with OneBeacon’s
representatives in a conference room that permitted some OneBeacon representatives to appear
by videoconference. Mr. Coughlin later separated the parties by relocating Plaintiff’s party to
another room. The mediation then proceeded through a series of competing demands and offers.
Mr. Beaudry participated in the process in a limited fashion. Mr. Manter described him as “noncommittal” and not very vocal, but indicated that Beaudry agreed to the value of some demands
during the process. However, Beaudry was growing tired of the process when it got to the point
at which their demand was in the $400,000 range. He abruptly stood up while Mr. Coughlin was
in their room and began preparing to depart. Attorney Harding asked him where he was going
and Mr. Beaudry replied that he was tired, had “had enough,” and was going home. Mr. Beaudry
did not tell the others or Mr. Coughlin that the mediation should cease. Instead, based on the
testimony of Hallett, Harding, Manter, and Beaudry himself, Mr. Beaudry told them either “do
whatever you want to do” or “do whatever you need to do.” He then departed.
The testimonial evidence does not provide a clear picture of what was said to Mr.
Beaudry by the others in the room prior to his indication that they should do whatever needed to
be done.1 However, based on the testimony of Hallett, Harding, Manter, and Coughlin, everyone
who remained in the room believed from the context of the exchange that Beaudry understood
that they were going to continue with the mediation and that Beaudry had allowed that they
1
Attorney Harding noted that Mr. Beaudry was certainly capable of calling things to a halt because he had
done so during a prior negotiation session. Harding’s point was that this time around, at the mediation session, Mr.
Beaudry did not make it plain that the process should stop.
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might do so. The remaining group, including Mr. Coughlin, had a brief conversation about the
existence of authority to proceed and unanimously assessed that they should continue. Due to
Mr. Beaudry’s communication style, this was not crystal clear, but there was a unanimous
assessment by Hallett, Harding, and Manter that Beaudry had “authorized” them to continue and
simply did not wish to participate in the process. Mr. Coughlin agreed with this assessment. He
testified that he “definitely” recollects that Beaudry authorized the others to continue and stated
that he would have called the process off if that had not been clear to him. According to Mr.
Coughlin, words were exchanged indicating that Beaudry would be reachable by phone. In fact,
Mr. Hallett and Mr. Manter contacted Mr. Beaudry by phone subsequent to his departure and it
was apparent to everyone, including Mr. Beaudry, that the mediation was continuing apace. On
this evidence, I am unable to find that Mr. Beaudry’s communication was sufficiently “clear” for
anyone to infer that Mr. Beaudry authorized them to enter into a final settlement agreement
without his assent, but the communication was sufficient to permit the mediation to continue in
Beaudry’s absence. Beaudry told Mr. Hallett, in effect, that he could do whatever needed to be
done. Arguably, this was open-ended enough to permit Mr. Hallett to settle Northern Maine
Transport’s claims. However, Beaudry did not expressly delegate authority to finally settle the
case and it appears that the parties were still in the negotiating phase when Beaudry absented
himself from the mediation, although the gap had been significantly narrowed. What Beaudry
did do was give his consent for the mediation to proceed in his absence.
After Beaudry’s departure, those remaining at the mediation arrived at settlement terms
mutually agreeable to Mr. Hallett and OneBeacon and these terms were reduced to writing by
Attorney Marchesi. Defendant introduced the original handwritten settlement agreement during
the testimony of Mr. Hallett and it was admitted without objection. (Def.’s Ex. 1.) The terms of
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the settlement agreement are incorporated into this order by reference. The parties then
reconvened in one conference room and Mr. Manter reached Mr. Beaudry by cell phone. Mr.
Manter told Beaudry that everyone was present and that he was on speaker phone. Then,
Attorney Marchesi went over the terms of the agreement. There was conflicting testimony
whether Mr. Marchesi read the agreement word-for-word or whether he described it term-byterm. In either event, everyone agrees that Mr. Marchesi described all of the terms found in the
hand-written settlement agreement and Mr. Beaudry testified to the effect that they were made
known to him. Those terms are described in the written agreement and require the following:
payment of $299,000 by OneBeacon; payment of three identified creditors from the settlement
proceeds; execution by Northern Maine Transport, Mr. Hallett, and Mr. Beaudry of a general
release and indemnification agreement, a stipulation of dismissal, and any other documents
necessary to finalize the settlement; an acknowledgment that the parties are bound by the
settlement agreement; and a release and discharge by Northern Maine Transport, Mr. Hallett,
and Mr. Beaudry of any and all related claims against OneBeacon. Mr. Marchesi communicated
these terms to everyone present, including Mr. Beaudry by speakerphone. Marchesi asked if
there were any questions. Beaudry did not raise any.
According to Mr. Hallett, Mr. Beaudry verbally agreed to these terms and said it was
okay for Hallett or Attorney Harding to sign for him. According to Mr. Manter, Beaudry once
again said “you do what you need to do,” but he additionally expressed agreement to having
Harding sign on his behalf. According to Attorney Harding, Beaudry was asked whether Mr.
Hallett and Mr. Harding were authorized to sign the agreement on behalf of Northern Maine
Transport and on his own behalf and Beaudry said “yes.” Mr. Stewart, co-counsel for
OneBeacon, testified that Beaudry’s answer regarding the settlement was in the affirmative and
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that Beaudry granted authority to sign to Hallett and Harding. According to Mr. Stewart, it was
repeatedly expressed that the agreement would be binding and Beaudry expressed his agreement.
Mr. Coughlin testified that the terms were read to Beaudry and that he said he agreed. Mr.
Coughlin made a post-mediation note to the file indicating that at the conclusion of the mediation
all participants were in the room to hear Beaudry say on the telephone that he agreed to the terms
of the settlement. (Def.’s Ex. 3.)
Following this exchange, Mr. Hallett signed the settlement agreement on behalf of
Northern Maine Transport and on his own behalf. Attorney Harding signed the agreement as
attorney-in-fact for Mr. Beaudry. Hallett and Harding also signed a memorandum of
understanding stating that there was an agreement to be bound and to prepare and sign any
documents necessary to finalize the settlement. Based on the testimony presented at the hearing,
I find that Mr. Beaudry verbally agreed to the terms of settlement and authorized Mr. Hallett and
Mr. Harding to sign on behalf of Northern Maine Transport and on Beaudry’s behalf.
Mr. Beaudry was the last witness to testify. His account differs in certain material
respects from the accounts given by the other witnesses. His view is that Attorney Harding and
Mr. Hallett should have understood that he did not want to participate any longer and he
maintains that “at no time” did he “give anyone authority to sign” on his behalf. He explained
that Mr. Manter reached him prior to the settlement agreement to keep the line open and that his
response was merely “whatever.” He testified that Mr. Marchesi expressed or explained the
terms to him but that no one ever said there was a hand-written document to be signed or for him
to authorize being signed. According to Mr. Beaudry, Mr. Marchesi indicated that he would
have the papers typed up and sent to him. When questioned by Attorney Lanham, Beaudry was
unwilling to say that Mr. Coughlin had erroneously described the verbal exchange on the
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telephone. He would only say that he has “questions” about how everything transpired. Beaudry
did not disagree that the settlement was discussed with him or that the terms were in any respect
divergent from what he had been told, but steadfastly asserted that he was never asked to
authorize anyone else to sign a document. Beaudry maintains that he did not realize there would
be any signatures on that day. Mr. Beaudry was not a persuasive witness. Even if his account
were credited, he did not expressly counter the testimony of the other witnesses to the effect that
he expressed assent to the terms of settlement. In any event, I find that the other witnesses
provided more credible testimony and I credit their mutual representation that Beaudry expressed
both (1) agreement to the settlement terms and (2) agreement to let Mr. Hallett and Mr. Harding
sign the settlement agreement for both Northern Maine Transport and for himself.
PROCEDURAL HISTORY
Defendant OneBeacon initially raised the settlement issue by means of a counterclaim for
breach of contract. (Doc. No. 20.) Following that pleading, Attorney Harding twice sought
additional time to respond based on the inability of Mr. Hallett and Mr. Beaudry to agree as to
how to respond and the possible need to involve separate counsel. (Doc. Nos. 23, 25.) Shortly
thereafter, Defendant proposed in a status report that there be a short discovery cycle and an
opportunity to present a motion for summary judgment in support of the counterclaim. (Doc.
No. 27.) This course was adopted initially in a July 2011 report and order (Doc. No. 29), but
following Attorney Harding’s motion to withdraw (Doc. No. 31), it was determined in a further
report and order that the counterclaim would proceed as a motion to enforce settlement (Doc.
No. 34). Thereafter, on September 13, 2011, Mr. Brunelle entered his appearance for Mr.
Beaudry. (Doc. No. 37.) Prior to the hearing, Mr. Brunelle and Mr. Marchesi, acting on behalf
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of their respective clients, and Mr. Hallett, then proceeding pro se, consented to allow the
undersigned to exercise jurisdiction over and resolve the motion to enforce.2 (Doc. No. 42.)
CONCLUSIONS OF LAW
Where a settlement agreement arises in the course of litigation and the settlement
collapses, the party seeking to enforce its terms should proceed by means of a motion to enforce.
Fid. & Guar. Ins. Co. v. Star Equip. Corp., 541 F.3d 1, 5 (1st Cir. 2008) (citing Malave v. Carney
Hosp., 170 F.3d 217, 220 (1st Cir. 1999)). Plaintiff’s counterclaim for breach of contract has
been converted into such a motion, as reflected on the electronic docket at item 20/36.
To establish a legally binding agreement the parties must have mutually assented
to be bound by all its material terms; the assent must be manifested in the
contract, either expressly or impliedly; and the contract must be sufficiently
definite to enable the court to determine its exact meaning and fix exactly the
legal liabilities of the parties. For a contract to be enforceable, the parties thereto
must have a distinct and common intention which is communicated by each party
to the other.
Stanton v. Univ. of Me. Sys., 2001 ME 96, ¶ 13, 773 A.2d 1045, 1050 (quotation marks omitted)
(quoting Searles v. Trs. of St. Josephs’s Coll., 1997 ME 128, ¶ 13, 695 A.2d 1206, 1211).
The question of whether an enforceable settlement agreement exists presents a mixed
question of law and fact. Fid. & Guar. Ins. Co. v. Star Equip. Corp., 541 F.3d 1, 5 (1st Cir.
2008). The Court has the power to enforce a settlement agreement, but where there exists a
genuine dispute on a question of material fact, the Court must first hold an evidentiary hearing to
2
The consent form was prepared by Attorney Marchesi and it identifies Attorney Brunelle as counsel for
Plaintiff Northern Maine Transport. This is regarded as a typographical error. Mr. Brunelle’s appearance was on
behalf of Mr. Beaudry and his consent to the exercise of jurisdiction was given on Mr. Beaudry’s behalf. Mr.
Hallett retained Attorney Lanham shortly ahead of the hearing, after Mr. Hallett had consented in a pro se capacity.
The nominal plaintiff, Northern Maine Transport, did not have any counsel appear on its behalf. (Doc. No. 44.) At
the commencement of the hearing, Mr. Hallett joined in the motion to enforce the settlement. It is apparent that Mr.
Beaudry and Mr. Hallett are not able to agree on who should be retained as counsel for Northern Maine Transport or
on what positions counsel would advance in that capacity. It is for this reason that Mr. Beaudry and Mr. Hallett
have been identified on the docket as intervenor plaintiffs.
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resolve the contested factual issues. Id.; Malave v. Carney Hosp., 170 F.3d 217, 220 (1st Cir.
1999). That hearing has been conducted and the factual findings have been set forth above.
An attorney may bind his client to a settlement agreement only if the attorney has actual
authority to bind the client, as opposed to general authority to represent the client’s interest.
Malave, 170 F.3d at 221; Lane v. Maine C. Railroad, 572 A.2d 1084, 1084-85 (1990). When
Mr. Beaudry left the mediation, he gave general authority for Attorney Harding and Mr. Hallett
to represent the interest of Northern Maine Transport at the mediation. That was sufficient for
the mediation to continue and an express delegation of actual authority to finally settle the case
was not required. Thereafter, terms of a proposed settlement agreement were mutually agreed
upon and Mr. Beaudry was reached by speakerphone and received notice of the material terms of
that agreement. Mr. Beaudry verbally expressed his assent to those terms. That expression of
assent was an act sufficient to bind Beaudry to the agreement.
The law does not require that an agreement be signed in order for contracting parties to
be bound. “If that were so, for example, no party could ever settle in the courthouse by oral
agreement.” Quint v. A. E. Staley Mfg. Co., 246 F.3d 11, 15 (1st Cir. 2001). Mr. Beaudry’s
insistence that he believed he would have an opportunity to review the paperwork and withdraw
his assent does not aid him. Parties become contractually bound when they mutually express
assent to be bound. Their agreement may be expressed orally as well as in writing.3 RulonMiller v. Carhart, 544 A.2d 340, 341 (Me. 1988). “Courts determine that mutual assent, not on
the basis of what goes on inside the parties’ heads, but rather on the basis of what they say and
do.” Salem Laundry Co. v. New Eng. Teamsters & Trucking Indus. Pension Fund, 829 F.2d
278, 280 (1st Cir. 1987). Although there are cases in which oral contracts do not arise because
3
A signed writing is required for certain categories of contracts subject to the Statute of Frauds, 33 M.R.S. §
51, but the parties’ settlement agreement does not fall into any of these categories.
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mutual assent is not reached or expressed as to material terms, in this case the terms were all
explained to Mr. Beaudry and he expressed his assent to them. Mr. Beaudry has not suggested
that he lacked notice of any term material to the settlement of the case. As in Quint, Beaudry
“cannot escape the consequences of [his] agreement because [he] spoke but did not write.” 246
F.3d at 15.
This case does not require a legal finding related to the agency concept of apparent
authority. This is so because Beaudry himself expressed his assent to the terms of the settlement
agreement. Beaudry contests the assertion that he authorized anyone to sign a writing on his
behalf, but this argument is beside the point given his own expression of assent to the agreement.
In any event, Beaudry not only expressed his assent to the terms of the settlement agreement, but
also expressed his assent that the hand-written settlement agreement be signed on his behalf.
This was, for all practical purposes, little more than a ritualistic event. Once both Beaudry and
Hallett expressed their agreement to the settlement offer on behalf of Plaintiff Northern Maine
Transport, Plaintiff became bound by that agreement. The hand-written document, though
signed, simply memorializes the mutually agreed upon terms.
CONCLUSION
Defendant’s motion to enforce settlement (Doc. No. 36) is hereby GRANTED pursuant
to the consent authority4 granted to me by both Plaintiff’s owners/managers and Defendant.
So Ordered.
October 19, 2011
/s/ Margaret J. Kravchuk
U.S. Magistrate Judge
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The parties’ limited consent does not give me authority to direct the entry of dispositive final judgment
conforming to the terms of the agreement. Pursuant to the terms of the settlement agreement, the parties
contemplated a stipulation of dismissal. This case will have to remain open on the docket until a stipulation of
dismissal is filed or a judgment is entered by the court.
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