Burris V. Northwestern Mutual Insurance Company, et al.

Filing 38

MEMORANDUM AND ORDER : IT IS HEREBY ORDERED that Plaintiffs motion to enforce a settlement agreement is DENIED. (Doc. No. 25 .) IT IS FURTHER ORDERED that the parties joint second motion to revise the Case Management Order (Doc. No. 37 ) is GRANTE D as follows: a) The parties shall complete all discovery on or before May 31, 2016. b) Case dispositive motions shall be filed on or before June 30, 2016, with any responses filed 28 days thereafter, and any reply filed within 14 days of any opposit ion. c) The case is rescheduled for a jury trial on November 14, 2016, at 9:00 a.m. Except as amended herein, the Case Management Order previously entered will remain unchanged.( Discovery Completion due by 5/31/2016., Jury Trial set for 11/14/2016 09:00 AM in Courtroom 12S before District Judge Audrey G. Fleissig., Dispositive Motions due by 6/30/2016.) Signed by District Judge Audrey G. Fleissig on 3/30/2016. (KCB)

UNITED STATES DISTRICT COURT
EASTERN DISTRICT OF MISSOURI
EASTERN DIVISION
CATHERINE L. DEAN BURRIS FAMILY
TRUST, William Burris, Trustee,

)
)
)
Plaintiff,
)
)
v.
)
)
NORTHWESTERN MUTUAL INSURANCE )
COMPANY and NORTHWESTERN
)
MUTUAL FINANCIAL NETWORK,
)
)
Defendants.
)

No. 4:15CV00354 AGF

MEMORANDUM AND ORDER
This diversity insurance case is before the Court on Plaintiff’s motion to enforce a
settlement agreement it claims to have reached with Defendant. Plaintiff, the Catherine
L. Dean Burris Family Trust (the “Trust), was the named beneficiary of two insurance
policies issued on the life of Catherine Dean (“decedent”) by Defendant Northwestern
Mutual Insurance Co. Burris, as trustee of the Trust, filed this action for vexatious
refusal to pay benefits due under the policies. The parties do not dispute that a settlement
amount was agreed upon. They do dispute, however, whether there was an agreement
that Burris, as an individual, besides as trustee of the Trust, would execute a release of
claims. For the reasons set forth below, Plaintiff’s motion shall be denied.
BACKGROUND
This action was initiated on February 10, 2014. The complaint notes that Burris is
the surviving spouse of the decedent and that the action was brought on behalf of the

Trust and all beneficiaries thereof. Defendant states (Doc. No. 31 at 1), and Plaintiff does
not dispute, that besides being trustee of the Trust, Burris was a beneficiary thereof.
The essential objective facts of the parties’ settlement negotiations are not in
dispute. On August 13, 2015, the parties held a mediation conference with the assistance
of a mediator. Burris, counsel for Plaintiff, and counsel for Defendant were at the
conference, and an assistant general counsel for Defendant, David Perez, participated
during part of the conference via conference call. Defendant came to the conference with
a typed four-page single-spaced “Release and Settlement Agreement” that Defendant had
prepared. The first sentence provided as follows:
This is a Release and Settlement Agreement (hereinafter
“Agreement”) entered into between THE NORTHWESTERN MUTUAL
LIFE INSURANCE COMPANY (hereinafter “Northwestern”) and
WILLIAM BURRIS, both on his own behalf and as trustee on behalf of
THE CATHERINE L. DEAN BURRIS FAMILY TRUST (hereinafter
“Burris”), (Northwestern and Burris are hereinafter referred to collectively
as “the Parties.”)
(Doc. No. 33.) The Release and Settlement Agreement made several other references,
including in the signature block, to “Burris” and to his releasing Defendant on behalf of
himself, in addition to on behalf of the Trust. The amount of money Defendant would
pay in consideration of the promises in the agreement was left blank.
Toward the end of the mediation conference, the parties, positioned in separate
rooms, reached agreement on the amount that would resolve the case. Defendant filled in
that sum in the typed Release and Settlement Agreement it had previously prepared and
asked the mediator to convey the document to Burris. The mediator did so, and a few
minutes later returned to Defendant and advised Defendant that Burris would not sign the
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document because he had to leave and did not have sufficient time to review it.
Defendant prepared a single-page handwritten document that stated as follows, in full:
Burris Family Trust v. Northwestern Mutual
Settlement Terms - 8/13/15
Northwestern Mutual agrees to pay [the agreed-upon sum] for a full and
complete release.
The plaintiff shall provide satisfactory proof that William Burris is the duly
constituted trustee of the plaintiff trust.
The agreement shall contain a confidentiality provision.
The plaintiff will dismiss the case with prejudice within 10 days of
payment.
The parties shall execute a formal settlement agreement.
(Doc. No. 29.)
Burris and counsel for both parties signed this document, with the understanding
that Plaintiff would get its comments regarding the typed Release and Settlement
Agreement to Defendant within approximately one week. The conference ended, with no
one discussing or questioning what was meant by a “full and complete release.” On
August 14, 2015, the mediator filed an ADR compliance report stating that the parties
achieved a settlement, and on August 17, 2015, the Court entered an Order directing the
parties to file dismissal papers, dismissing the case, on or before September 18, 2015.
On September 11, 2015, Plaintiff sent Defendant a “red-lined” version of the
typed Release and Settlement Agreement, with red lines through all references to Burris
providing a release on behalf of himself, and generally substituting “The Trust” for
“Burris.” Plaintiff red-lined and added a few other terms with which Defendant took no
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issue, but Defendant did refuse to proceed with the settlement if Burris would not sign a
release on his own behalf. According to the affidavit of Defendant’s counsel, he called
Plaintiff’s counsel on September 16, 2015, and advised him that the changes to the
Release and Settlement Agreement which took out all references to Burris being bound
individually “were a deal breaker” and that if Burris did not agree to sign the release
individually, as well as as trustee, “there was no deal.” (Doc. 31-1 at 7.) On September
18, 2015, Defendant sent Plaintiff a revised version of the Release and Settlement
Agreement, that “accepted many of [Plaintiff’s] changes, but rejected those which
eliminated reference to Burris individually.” Id. The parties reached an impasse on the
matter, and Plaintiff filed the motion now under consideration.
Plaintiff represents that Doc. No. 29 at 8-12 (sealed) reflects the parties’ formal
agreement without the inclusion of a release from Burris in his individual capacity, and
Plaintiff seeks to enforce this agreement, “or otherwise” to enforce “the settlement
reached at the mediation and reflected in the handwritten settlement term sheet.” Plaintiff
argues that as Burris did not bring the action or participate in the mediation in his
individual capacity, the “full and complete release” referenced in the handwritten
settlement term sheet could only refer to a release by Plaintiff, that is, the Trust.
According to Plaintiff, Defendant’s efforts to secure a release from a non-party, that is,
Burris in his individual capacity, is an “an overreach.” (Doc. No. 34 at 1.)
Defendant argues that Plaintiff has given no real reason for Burris’s refusal to sign
a release in his individual capacity, whereas

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Defendant, by contrast, has good and substantive reasons for demanding
that Mr. Burris sign in an individual capacity, as well as in this capacity as
trustee. That is, Defendants do not know what claims the other side may
think they have. Therefore, to insure the peace Defendants seek to gain by
settlement, settlement agreements are almost universally much broader than
the actual litigation. . . . The notion that Northwestern would pay a
substantial sum to Mr. Burris, the trustee, only to have him take off his
trustee hat and sue Northwestern again based on the same insurance
policies defies credulity.
(Doc. No. 31 at 10.)
Defendant argues that “[e]ven the most casual perusal of the Release and
Settlement Agreement [at the mediation conference] would have placed Mr. Burris and
his counsel on notice that Northwestern intended Mr. Burris to be bound by the
settlement in both his individual and trustee capacity,” and thus “if that were a deal
breaker, he should have said so” at the time. (Doc. No. 31 at 11.) According to
Defendant, “[t]he real issue here is that each party claims to have had a different
understanding of the scope of the negotiations and the meaning of a ‘full and complete
release,’ and thus there was no meeting of the minds,” and Plaintiff’s motion to enforce
the purported settlement agreement should be denied. Id. at 16.
In support of its position, Defendant submits Perez’s affidavit in which he attests
that he has settled many cases on Defendant’s behalf and it is “standard procedure to get
representatives of trusts to sign on their own behalf, as well as in their representative
capacity; that had he known Burris would not sign the Release and Settlement Agreement
in his individual capacity, he would have concluded the mediation without a settlement;
and that it was his intention that there was to be a “full and complete release, which left
no further potential claims under these policies.” (Doc. No. at 31-2 at 2-3.)
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Defendant also submits the affidavit of its counsel who took part in the mediation
conference. He attests that had he been advised at the conference that Burris
was refusing to sign the Release and Settlement Agreement in a personal
capacity, as well as trustee, [he] would have called Mr. Perez to advise him
of that situation and would have strongly recommended that Northwestern
not settle without a full release relating to the two insurance policies at
issue, which included Mr. Burris signing in a personal capacity.
(Doc. No. 31-1 at 4-5.)
Plaintiff maintains that an evidentiary hearing is not necessary. Defendant posits
that an evidentiary hearing is not necessary to deny Plaintiff’s motion, but suggests that
the Court may wish to consider setting oral argument or a hearing and directing Burris
appear in person to explain why he will not sign the release in his individual capacity.
DISCUSSION
A federal diversity court applies the forum state’s law of contract interpretation to
determine whether a settlement agreement was formed. State Auto Prop. & Cas. Ins. Co.
v. Boardwalk Apts., L.C., 572 F.3d 511, 514 (8th Cir. 2009). Under Missouri law, “[a]
settlement agreement is a species of contract and, therefore, a meeting of the minds is
required. In determining whether a meeting of minds has occurred, the court looks at the
objective manifestations of the parties.” Brooks v. Standard Fire Ins. Co., No. 4:14-CV182 CEJ, 2014 WL 7157357, at *1 (E.D. Mo. Dec. 15, 2014) (citing Missouri cases). In
order for a settlement agreement to be enforceable, the parties must have reached
agreement “on the essential terms of the deal.” Matthes v. Wynkoop, 436 S.W.3d 100,
107 (Mo. Ct. App. 2014). The party requesting enforcement of a settlement agreement
has the burden of proving the existence of the agreement by “clear, convincing, and
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satisfactory evidence.” Id.; see also Kenner v. City of Richmond Heights, Mo., 356 F.
Supp. 2d 1002, 1008 (E.D. Mo. 2005).
Here, the Court agrees with Defendant that there was no meeting of the minds on
the scope of the release to be given in exchange for the settlement amount. Defendant’s
asking the mediator to convey the typed Release and Settlement Agreement to Plaintiff
for Burris’s signature as trustee and on his own behalf, after the settlement amount had
been agreed upon, is an objective manifestation that Defendant expected that in exchange
for that amount, Burris would release claims as trustee and on his own behalf. In light of
the course of negotiations in this case, the Court cannot conclude that the handwritten
settlement term sheet, which called for “a full and complete release” is a manifestation
that Defendant adopted another understanding of the terms of the agreement.1
Nor can the Court conclude that the scope of the release was not a material term of
the parties’ agreement, given that both sides maintain that it is a deal breaker. The Court
is influenced in this conclusion by the parties’ conduct from and after August 13, 2015,
the date Plaintiff claims a binding settlement was reached. The emails and versions of
the Release and Settlement that were exchanged indicate that there never was a meeting
of the minds on the scope of the release to be given to Defendant, and that this was a
material term for both sides. In sum, the Court concludes that Plaintiff has not met its
burden of establishing the existence of an enforceable agreement as of August 13, 2015,

1

Though not essential to the determination, the Court also notes that Plaintiff did
not raise any concerns with the typed Release and Settlement Agreement within a week,
as he had agreed to do, but rather first raised his objection almost one month later, just
one week before the Court’s deadline for dismissal.
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by clear, convincing, and satisfactory evidence. See Bryant v. Bryan Cave, LLP, 400
S.W.3d 325, 342 (Mo. Ct. App. 2013) (“What [contractual terms are] essential depends
on the agreement and its context and also on the subsequent conduct of the parties,
including the dispute which arises and the remedy sought.”); Grant v. Sears, 379 S.W.3d
905, 919 (Mo. Ct. App. 2012) (reversing trial court’s grant of a motion to enforce a
settlement agreement, where conduct of the parties after the date of claimed settlement
suggested no meeting of the minds on terms of the agreement).
CONCLUSION
Accordingly,
IT IS HEREBY ORDERED that Plaintiff’s motion to enforce a settlement
agreement is DENIED. (Doc. No. 25.)
IT IS FURTHER ORDERED that the parties’ joint second motion to revise the
Case Management Order (Doc. No. 37) is GRANTED as follows:
a) The parties shall complete all discovery on or before May 31, 2016.
b) Case dispositive motions shall be filed on or before June 30, 2016, with any
responses filed 28 days thereafter, and any reply filed within 14 days of any
opposition.
c) The case is rescheduled for a jury trial on November 14, 2016, at 9:00 a.m.

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Except as amended herein, the Case Management Order previously entered will
remain unchanged.

________________________________
AUDREY G. FLEISSIG
UNITED STATES DISTRICT JUDGE
Dated this 30th day of March, 2016.

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