Politis v. GlaxoSmithKline

Filing 40

Judge George A. OToole, Jr: ORDER ENFORCING SETTLEMENT AGREEMENT (Danieli, Chris)

UNITED STATES DISTRICT COURT
DISTRICT OF MASSACHUSETTS
CIVIL ACTION NO. 10-11773-GAO
DEBORAH POLITIS,
Plaintiff,
v.
GLAXOSMITHKLINE LLC,
Defendant.

ORDER ENFORCING SETTLEMENT AGREEMENT
February 6, 2014

O’TOOLE, D.J.
The plaintiff sued the defendant, her former employer, for disability discrimination under
both the Americans with Disabilities Act and the similar Massachusetts statute. On June 19,
2012, the parties engaged in an extended mediation session conducted with the private mediation
firm JAMS. At the end of the lengthy mediation, the parties reached the essential terms of a
settlement and executed a three page “JAMS Settlement Agreement Term Sheet.” The plaintiff
had been present throughout the mediation, and before executing the term sheet, she had a
lengthy private consultation with her lawyer.
The term sheet provided that the parties would later execute a more formal settlement
agreement and release, and a form of that contemplated agreement was sent by the defendant’s
lawyer to the plaintiff’s lawyer in early July. It had been delayed slightly by the plaintiff’s
request to give her time to discuss with a financial adviser precisely how the settlement proceeds
should be allocated, apparently for tax planning purposes. The settlement agreement recited the
same essential terms as the term sheet, including particularly the amount of the settlement to be

paid to the plaintiff and the plaintiff’s agreement to give the defendant a release of claims and to
dismiss this action with prejudice.
The plaintiff did not execute the settlement agreement and release. Instead, on August 20,
2012, her lawyer wrote to the defendant’s lawyer advising that she would not execute the
agreement. After further negotiations were unsuccessful, the defendant moved to enforce the
settlement of the case in accordance with the term sheet signed by the parties on June 19, 2012.
The plaintiff’s principal contention is that she did not genuinely assent to the term sheet
because, as a result of her emotional state at the time it was signed, she lacked the capacity to
effectively agree. Her evidence in support of this proposition is essentially limited to her own
assertion. She proffers statements from two doctors in support, but their opinions are apparently
based principally on her own statements to them, rather than any independent assessment of
events by them, coupled with her manifest unhappiness after the fact. Even so, her statements to
them could plausibly be understood as expressing a concern that she had agreed to something she
thought afterward she shouldn’t have agreed to.
In contrast, it appears undisputed that the mediation was presided over by a presumably
experienced mediator, that the plaintiff was represented by counsel throughout, and that before
signing (along with counsel) the term sheet, she had the opportunity for a lengthy private
consultation with him. There is no evidence in what has been presented of any overreach or
coercion. Her signature on the term sheet was an objective manifestation of assent to its terms,
with the result that she should be held bound to those terms. See Sparrow v. Demonico, 960
N.E.2d 296, 301 (Mass. 2012) (“A settlement agreement is a contract and its enforceability is
determined by applying general contract law.”).

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The term sheet was complete and specific enough to qualify as an enforceable agreement.
The parties’ commitment to sign a more formal settlement agreement and release does not vitiate
the enforceability of the term sheet. The draft settlement agreement tracks the promises of the
term sheet, only in more “lawyerly” language. It is a settled principle of the Massachusetts law of
contracts that where the parties have demonstrated agreement to the material terms of a bargain,
binding them to it is not affected by their contemplation that they will later execute a more
“polished” version. See McCarthy v. Tobin, 706 N.E.2d 629, 632 (Mass. 1999), and cases there
cited.
The plaintiff’s reference to the Older Workers’ Benefit Protection Act, 29 U.S.C. §
626(f), is beside the point. Those provisions by their terms relate only to claims made under the
Age Discrimination in Employment Act. The plaintiff has not advanced a claim under that act.
See American Airlines, Inc. v. Cardoza-Rodriquez, 133 F.3d 111, 121-22 (1st Cir. 2008).
Ironically, she refused to sign the more formal settlement agreement, which would have given
her as a matter of contract some OWBPA rights not in the term sheet that she did not have as a
matter of statutory mandate. Having declined to sign the more formal agreement, she cannot
claim that she contracted for those additional terms.
The defendant’s motion to enforce the settlement reached between the parties as
contained in the settlement term sheet dated June 19, 2012, is GRANTED, and the parties are
directed to perform their respective obligations as set forth therein within thirty days of the entry
of this order.
The defendant’s request for an award of costs is DENIED.
It is SO ORDERED.
/s/ George A. O’Toole, Jr.
United States District Judge
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