Nuesse, III v. TOMTOM, Inc. et al

Filing 47

MEMORANDUM AND ORDER: IT IS HEREBY ORDERED that plaintiffs motion to enforce settlement agreement (Doc. 40) is denied. IT IS FURTHER ORDERED that defendants cross-motion to enforce settlement agreement (Doc. 42) is denied. IT IS FURTHER ORDERED th at the parties' claims for sanctions and attorneys' fees are denied. IT IS FURTHER ORDERED that the amended case management order issued on April 9, 2013 (Doc. 39) remains in effect. Signed by Magistrate Judge David D. Noce on 6/20/2013. (KMS)

UNITED STATES DISTRICT COURT
EASTERN DISTRICT OF MISSOURI
EASTERN DIVISION

EARLE NUESSE III,
Plaintiff,
v.
TOMTOM, INC.,
Defendant.

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No. 4:12 CV 1356 DDN

MEMORANDUM AND ORDER
This action is before the court on the cross-motions of plaintiff Earle Nuesse III and
of defendant TomTom, Inc. to enforce settlement agreement. The parties have consented
to the exercise of plenary authority by the undersigned United States Magistrate Judge
pursuant to 28 U.S.C. § 636(c). (Doc. 5.) The court held a telephonic hearing on this
matter on June 14, 2013.

I. BACKROUND
On July 31, 2012, plaintiff brought claims for breach of contract and discrimination
in violation of the Americans with Disabilities Act and the Missouri Human Rights Act
against defendant, stemming from his termination of employment on or near January 31,
2011. (Doc. 1.)
On May 17, 2013, plaintiff Earle Nuesse III brought this motion to enforce
settlement agreement against defendant TomTom, Inc. (Doc. 40.) According to the
motion, on March 21, 2013, defendant’s counsel sent a letter to plaintiff’s counsel offering
to settle the case with defendant for $2,500. (Id. at ¶ 3.) The offer was contingent upon
plaintiff’s dismissal of the lawsuit with prejudice and plaintiff’s execution of a settlement

and general release agreement with standard terms, including a release of all known and
unknown claims. (Id. at ¶ 4.) On April 16, 2013, after several subsequent monetary offers
and requests, plaintiff accepted defendant’s offer to settle the claims for $90,000. (Id. at ¶
6-7.) In defendant’s acceptance email, he stated that he would send plaintiff a settlement
agreement with conditions noted in the March 21 letter. (Id. at ¶ 8.) At no point during
negotiations was confidentiality discussed by the parties as a term of the contract. (Id. at ¶
9.)

The proposed settlement agreement was received by plaintiff on May 8, 2013, and

included a confidentiality clause, in addition to several other terms that had not been
discussed or agreed to by the parties. (Id. at ¶ 14.) Plaintiff removed these terms, initialed
each entry, signed the release, and returned the agreement to the defendant. (Id. at ¶ 18.)
To date, defendant has not made payment to plaintiff. (Id. at ¶ 22.) As a result, plaintiff
seeks to enforce the settlement agreement, and recover attorney’s fees and lost interest on
settlement proceeds. (Id. at ¶ 23-24.)
In a cross-motion, defendant seeks to enforce settlement agreement against plaintiff
and for sanctions against plaintiff for publically disclosing settlement amount. (Doc. 42.)
Defendant argues that the “standard terms” included in the general release agreement
mentioned in the March 21 letter included confidentiality and non-disparagement terms.
(Id. at ¶ 6.) Defendant further alleges that during a telephone call prior to April 16,
defendant’s counsel told plaintiff’s counsel that the agreement would include
confidentiality and non-disparagement terms. (Id. at ¶ 5.) On May 16, 2013, defendant
requested that plaintiff not reveal the settlement amount in plaintiff’s motion to enforce
settlement. (Id. at ¶ 8.) On May 17, 2013, plaintiff publically filed a motion seeking to
enforce settlement that included the settlement amount. (Id. at ¶ 9.) As a result, defendant
seeks to enforce the settlement agreement and recover sanctions and attorney’s fees.

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II. MOTION TO ENFORCE SETTLEMENT
It is well established that settlement agreements are governed by principles of
contract law. See MIF Realty L.P. v. Rochester Associates, 92 F.3d 752, 756 (8th
Cir.1996); N.L.R.B. v. Superior Forwarding, Inc., 762 F.2d 695, 697 (8th Cir. 1985).
Therefore, a valid settlement agreement requires a mutuality of agreement, i.e. a “meeting
of the minds.” Chaganti & Associates, P.C. v. Nowotny, 470 F.3d 1215, 1221 (8th Cir.
2006). A court should determine whether such a meeting of the minds took place by
“looking to the intentions of the parties as expressed or manifested in their words or acts.”
Id. An enforceable settlement requires the parties to reach agreement on the material
terms of the deal; however agreements that do not expressly resolve ancillary issues may
still be enforceable. Sheng v. Starkey Labs., 117 F.3d 1081, 1083 (8th Cir. 1997); see also
Chaganti, 470 F.3d at 1221.
No enforceable settlement agreement exists between the parties. Although the
parties reached an agreement to the monetary value of the settlement, the contract hinged
on other material terms not yet agreed to. See Jackson v. Fed. Reserve Emp. Benefit Sys.,
2009 WL 2982924 (D. Minn. 2009); see also Sheng, 117 F.3d at 1083; Goddard v.
Henry’s Food, Inc., 291 F.Supp.2d 1021, 1028 (holding that whether a particular term is
material is a legal determination for the court). The confidentiality clause is a material
term that was not resolved. Although confidentiality clauses are not per se material, the
parties’ arguments reveal that parties considered confidentiality material to the agreement.
It is evident that both parties had different understandings regarding whether
confidentiality and non-disparagement clauses were included in the “standard terms” of a
settlement agreement. Because both parties were under conflicting assumptions as to this
material term, there was no “meeting of the minds” sufficient to create a contract on April
16, 2013. Therefore, the proposed settlement agreement sent by defendant to plaintiff on
May 8, 2013, constituted an offer. When plaintiff made changes to the agreement and
returned it to defendant, a counter-offer was made, which was not accepted. Because
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there was no settlement agreement reached by the parties, attorney’s fees and sanctions for
publically disclosing the settlement amount are not applicable.

III. CONCLUSION
For the reasons stated above,
IT IS HEREBY ORDERED that plaintiff’s motion to enforce settlement
agreement (Doc. 40) is denied.
IT IS FURTHER ORDERED that defendant’s cross-motion to enforce settlement
agreement (Doc. 42) is denied.
IT IS FURTHER ORDERED that the parties' claims for sanctions and attorneys'
fees are denied.
IT IS FURTHER ORDERED that the amended case management order issued on
April 9, 2013 (Doc. 39) remains in effect.

/S/ David D. Noce
k
UNITED STATES MAGISTRATE JUDGE

Signed on June 20, 2013.

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