Ayala v. Aerotek, Inc.
MEMORANDUM OF LAW & ORDER. IT IS HEREBY ORDERED: 1. Defendant's Motion to Enforce Settlement Agreement 14 is GRANTED. 2. The parties shall abide by the terms of the settlement agreement agreed to by the parties on June 4, 2016, and reduced to writing on June 8, 2016, and attached as Exhibit C to the Declaration of Stephanie Sarantopoulos. (Written Opinion). Signed by Judge Michael J. Davis on 1/3/17. (GRR)
UNITED STATES DISTRICT COURT
DISTRICT OF MINNESOTA
MEMORANDUM OF LAW & ORDER
Civil File No. 15-3095 (MJD/SER)
Richard Thomas Jellinger, Jellinger Law Office, Counsel for Plaintiff.
Stephanie D. Sarantopoulos and Joseph D. Weiner, Littler Mendelson, PC,
Counsel for Defendant.
This matter is before the Court on Defendant’s Motion to Enforce
Settlement Agreement. [Docket No. 14] The Court heard oral argument on
October 7, 2016.
Plaintiff Christopher Ayala was employed by AECOM/GSS, Ltd. as a
safety coordinator for a one-year contract beginning in April 2013. (Compl. ¶ 8.)
Plaintiff’s assigned work location for the term of his employment was in
Afghanistan. (Id. ¶ 9.)
Defendant Aerotek, Inc., (“Aerotek”) is a staffing company with office
locations in Minnesota. (Compl. ¶¶ 5-6.) Aerotek offers contract-to-hire
opportunities for applicants and places applicants with a client employer, which
may offer permanent employment to the applicant at the end of the contract. (Id.
On or about October 15, 2013, Aerotek emailed Ayala regarding contractto-hire employment. (Compl. ¶ 10.) After negotiations with Aerotek, Ayala
resigned from his job in Afghanistan and incurred travel expenses to travel to
Minnesota for a new job with Aerotek. (Compl. ¶¶ 11-20, 23.) However,
ultimately, Aerotek informed Ayala that the position they had discussed was no
longer available but that positions paying less money with no guarantee of hours
might become available. (Id. ¶¶ 20-22, 24-26.)
The Current Lawsuit
On June 26, 2015, Ayala commenced a lawsuit against Aerotek in Ramsey
County District Court. (Notice of Removal ¶ 1.) His Complaint alleges Count 1:
Violations of Minnesota Statute Sections 181.64–.65, Count 2: False Inducement of
Employment, Count 3: Negligent Representation, and Count 4: Promissory
Estoppel. On July 20, 2015, Defendant removed the case to this Court based on
In an attempt to settle the lawsuit, on March 7, 2016, Defendant’s counsel,
Stephanie Sarantopoulos, sent Plaintiff’s counsel, Richard Jellinger, a settlement
offer via email. (Sarantopoulos Decl. ¶ 2; Sarantopoulos Decl., Ex. A.) She also
communicated the same settlement offer in a voicemail for Jellinger.
(Sarantopoulos Decl. ¶ 2.) The email stated that Aerotek was willing to settle the
matter for a specific amount of money in exchange for a general release of the
claims in a confidential settlement agreement. (Sarantopoulos Decl., Ex. A.)
Sarantopoulos advised Jellinger that the offer would remain open until March 11,
After receiving no response from Plaintiff’s counsel, on May 12, 2016,
Sarantopoulos called him again to discuss the settlement offer and the case in
general. (Sarantopoulos Decl. ¶ 3.) Jellinger informed her that he did not receive
the settlement offer because his email address had changed. (Id.) Given the
communication issue, Sarantopoulos offered to hold the settlement offer open
until Jellinger could relay the offer to Ayala. (Id.) On May 12, she then
forwarded a copy of the previous email settlement offer to Jellinger’s new email
address. (Id. ¶ 4; Id., Ex. B.)
On May 26, 2016, Jellinger and Sarantopoulos discussed the settlement
offer via telephone. (Sarantopoulos Decl. ¶ 5.) Plaintiff’s counsel stated he was
having difficulties reaching Ayala, but would respond to the offer shortly. (Id.)
On June 3, 2016, Jellinger contacted Sarantopoulos to communicate a
counteroffer on behalf of Ayala. (Id. ¶ 6.) The counteroffer only increased the
monetary amount; no other material changes were made. (Id.)
On or about June 4, 2016, Sarantopoulos spoke to Jellinger by telephone
and accepted Plaintiff’s counteroffer. (Sarantopoulos Decl. ¶ 7.) She stated that
she would memorialize the agreement in writing and forward it to him. (Id.) In
the meantime, she reminded Jellinger that because of the settlement, Ayala’s
confidentiality obligations began immediately. (Id.) Jellinger stated he and his
client understood. (Id.) On June 8, 2016, Sarantopoulos sent Jellinger the written
settlement agreement, with the settlement amount as set forth in the
counteroffer, as well as a Stipulation of Dismissal to be executed and held in trust
pending his receipt of the settlement proceeds. (Id. at ¶ 8; Sarantopoulos Decl.,
Approximately a week passed before Sarantopoulos called Jellinger to
inquire about the status of the written settlement agreement. (Sarantopoulos
Decl. ¶ 9.) He stated that he was having communication issues with his client
and would follow up soon. (Id.) On June 20, 2016, Jellinger called Sarantopoulos
and advised that Ayala no longer wished to settle the claims. (Id.) Further,
Jellinger stated that Ayala was now working in Africa and would be unavailable
to appear for a deposition until August. (Id. ¶ 10.) Jellinger expressed an
interest in obtaining a continuance from the Court or stipulating to dismiss
without prejudice. (Id.) Sarantopoulos explained that she would relay this
information to her client; however, Aerotek would likely seek to enforce the
settlement agreement. (Id.)
The following day, Sarantopoulos received a letter from Jellinger stating
that Ayala “has declined the proposed settlement.” (Sarantopoulos Decl., Ex. D.)
On June 23, 2016, the parties’ counsel spoke via telephone. (Sarantopoulos Decl.
¶ 12.) During this call, Sarantopoulos advised Jellinger that Aerotek would be
filing a motion to enforce the settlement agreement. (Id.) He advised that he
would contact his client, but expected to have some difficulty reaching him in
Africa. (Id.) On June 27, Jellinger sent Sarantopoulos a letter stating that he had
communicated with Ayala and that Ayala “continues to reject the settlement and
wishes to proceed with the lawsuit.” (Sarantopoulos Decl., Ex. E.)
The Current Motion
On July 18, 2016, Aerotek filed the current Motion to Enforce Settlement.
[Docket No. 14] Ayala filed no written opposition, but Jellinger did appear and
argue at oral argument.
Standard for Enforcing a Settlement Agreement
A district court possesses inherent authority to enforce a settlement
agreement as a matter of law when the terms of the agreement are unambiguous.
Barry v. Barry, 172 F.3d 1011, 1013 (8th Cir. 1999). In the instance of a diversity
case, the settlement agreement must be construed in accordance with state law.
Id. In Minnesota, settlement agreements are created and enforced according to
contract principles. Ryan v. Ryan, 193 N.W.2d 295, 297 (Minn. 1971). “The
district court has considerable discretion in determining the procedure
appropriate to a motion to compel settlement, and a hearing need be held only if
there are substantial questions of fact that are not already a matter of record.”
Barry, 172 F.3d at 1013.
A valid settlement contract requires offer and acceptance so as to
constitute a meeting of the minds on the material terms of the contract. Ryan,
193 N.W.2d at 297. “Minnesota follows the objective theory of contract
formation, under which an outward manifestation of assent is determinative,
rather than a party’s subjective intent.” TNT Properties, Ltd. v. Tri-Star
Developers LLC, 677 N.W.2d 94, 102 (Minn. Ct. App. 2004). In addition, in
Minnesota, a counteroffer is treated simultaneously as a rejection of the original
offer and a subsequent new offer. Jackson v. Fed. Reserve Employee Ben. Sys.,
No. 08-4873 (DSD/FLN), 2009 WL 2982924 at *3 (D. Minn. Sept. 14, 2009) (citing
Alpha Venture/Vantage Props. v. Creative Carton Corp., 370 N.W.2d 649, 652
(Minn. Ct. App. 1985)).
“A court may enforce a settlement agreement that contemplates the
execution of documents at a later time, leaves insubstantial matters for later
negotiation and/or that does not expressly resolve ancillary issues.” Jackson,
2009 WL 2982924 at *4 (citations omitted). See also Schumann v. Northtown Ins.
Agency, Inc., 452 N.W.2d 482, 483 (Minn. Ct. App. 1990). (“[A] written
agreement is not a prerequisite to the enforcement of a settlement”).
Existence of an Enforceable Settlement Agreement
Aerotek’s written settlement offer was unambiguous and included the
agreement’s material terms: payment of a sum certain in exchange for a general
release of claims in a confidential settlement agreement. Ayala extended an
unambiguous counter-offer that increased the monetary amount, but made no
changes to the other material terms. Aerotek accepted Ayala’s counter-offer and
provided a final written agreement. Based on the actions by both parties, there
was a meeting of the minds on the material terms of the agreement: Defendant
promised to pay the agreed upon monetary value, Plaintiff promised to dismiss
the pending claims, and the parties promised to keep the terms of the settlement
confidential. The agreement shows completed negotiations between the parties
and no disagreement about the terms.
Furthermore, Plaintiff’s actions show that he intended to be bound by the
terms of the agreement. Through Jellinger, he rejected Aerotek’s initial
settlement offer and conveyed a counteroffer. Jellinger has never contended that
he did not have authority to settle the claim on his client’s behalf. He repeatedly
represented that he could not respond until he had communicated with his client
and obtained his wishes. Then, when Jellinger did respond, he represented that
he was conveying Ayala’s desires. Once Jellinger was provided with the written
settlement agreement and Stipulation of Dismissal, he at no time indicated that
an agreement had not been reached or objected to any term of the agreement. He
represented that he and Ayala understood that the confidentiality obligations
began immediately. When Ayala ultimately refused to sign the written
agreement, Jellinger told Aerotek that Ayala had changed his mind and no
longer wished to settle his claims. Ayala’s change of heart and refusal to sign the
formal written agreement does not change the fact that an enforceable agreement
Accordingly, based upon the files, records, and proceedings herein, IT IS
1. Defendant’s Motion to Enforce Settlement Agreement [Docket
No. 14] is GRANTED.
2. The parties shall abide by the terms of the settlement agreement
agreed to by the parties on June 4, 2016, and reduced to writing
on June 8, 2016, and attached as Exhibit C to the Declaration of
Dated: January 3, 2017
s/ Michael J. Davis
Michael J. Davis
United States District Court
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