GARDE-HILL v. CADBURY AT CHERRY HILL, INC. et al
Filing
36
OPINION. Signed by Judge Noel L. Hillman on 5/14/2018. (dmr)
UNITED STATES DISTRICT COURT
DISTRICT OF NEW JERSEY
PATRIA P. GARDE-HILL,
Plaintiff,
No. 1:15-cv-8865 (NLH/JS)
OPINION
v.
CADBURY AT CHERRY HILL, INC.,
BRIAN KLOCKE, TAMMI MILOSZAR,
and MEGAN NESSELL,
Defendants.
APPEARANCES:
WILLIAM B. HILDEBRAND
LAW OFFICES OF WILLIAM B. HILDEBRAND, LLC
36 TANNER STREET
SUITE 110
HADDONFIELD, NJ 08033
On behalf of Plaintiff
LOUIS L. CHODOFF
RENEE NUNLEY SMITH
BALLARD SPAHR LLP
210 LAKE DRIVE EAST
SUITE 200
CHERRY HILL, NJ 08002
On behalf of Defendant
HILLMAN, District Judge
Defendant Cadbury at Cherry Hill, Inc. 1 asks this Court to
enforce a Settlement Agreement with Plaintiff Patria Garde-Hill
in this employment discrimination matter.
For the reasons that
follow, the Court will grant Defendant’s motion.
1
The other defendants in this case were dismissed by the
Court by way of a July 14, 2016 Order.
I.
While not directly relevant to deciding the present motion,
the Court will briefly set for the facts and procedural history
of the underlying case.
Plaintiff alleged that while working
for Cadbury, a continuing care retirement community, she was
discriminated against because of her age and terminated on
October 17, 2014 in violation of the Age Discrimination in
Employment Act, 29 U.S.C. § 621, et seq.
Plaintiff filed her Complaint pro se 2 on December 28, 2015. 3
Throughout 2016 and 2017, the parties engaged in settlement
negotiations, including settlement conferences before the
Magistrate Judge assigned to this matter.
Following an August
24, 2017 Settlement Conference, that same judge ordered
Defendant to file a motion to enforce settlement.
Defendant
filed its motion on October 13, 2017.
II.
“Courts treat a motion to enforce settlement under the same
standard as a motion for summary judgment because the central
issue is whether there is any disputed issue of material fact as
to the validity of the settlement agreement.”
Coleman Enters.
Co. v. Scottsdale Ins. Co., No. 14-7533, 2017 U.S. Dist. LEXIS
2
Plaintiff is now represented by counsel.
3
This Court has federal question jurisdiction pursuant to 28
U.S.C. § 1331.
2
50078, at *9 (D.N.J. Mar. 31, 2017) (citing Washington v. Klem,
388 F. App’x 84, 85 (3d Cir. 2010)).
Summary judgment is appropriate where the Court is
satisfied that “’the pleadings, depositions, answers to
interrogatories, and admissions on file, together with the
affidavits if any,’ . . . demonstrate the absence of a genuine
issue of material fact” and that the moving party is entitled to
a judgment as a matter of law.
Celotex Corp. v. Catrett, 477
U.S. 317, 322-23 (1986) (citing Fed. R. Civ. P. 56).
An issue is “genuine” if it is supported by evidence such
that a reasonable jury could return a verdict in the nonmoving
party’s favor.
248 (1986).
Anderson v. Liberty Lobby, Inc., 477 U.S. 242,
A fact is “material” if, under the governing
substantive law, a dispute about the fact might affect the
outcome of the suit.
Id.
“In considering a motion for summary
judgment, a district court may not make credibility
determinations or engage in any weighing of the evidence;
instead, the non-moving party’s evidence ‘is to be believed and
all justifiable inferences are to be drawn in his favor.’”
Marino v. Indus. Crating Co., 358 F.3d 241, 247 (3d Cir. 2004)
(citing Anderson, 477 U.S. at 255).
Initially, the moving party bears the burden of
demonstrating the absence of a genuine issue of material fact.
Celotex, 477 U.S. at 323 (“[A] party seeking summary judgment
3
always bears the initial responsibility of informing the
district court of the basis for its motion, and identifying
those portions of ‘the pleadings, depositions, answers to
interrogatories, and admissions on file, together with the
affidavits, if any,’ which it believes demonstrate the absence
of a genuine issue of material fact.”); see Singletary v. Pa.
Dep’t of Corr., 266 F.3d 186, 192 n.2 (3d Cir. 2001) (“Although
the initial burden is on the summary judgment movant to show the
absence of a genuine issue of material fact, ‘the burden on the
moving party may be discharged by “showing” – that is, pointing
out to the district court – that there is an absence of evidence
to support the nonmoving party’s case’ when the nonmoving party
bears the ultimate burden of proof.” (citing Celotex, 477 U.S.
at 325)).
Once the moving party has met this burden, the nonmoving
party must identify, by affidavits or otherwise, specific facts
showing that there is a genuine issue for trial.
U.S. at 324.
Celotex, 477
A “party opposing summary judgment ‘may not rest
upon the mere allegations or denials of the . . . pleading[s].’”
Saldana v. Kmart Corp., 260 F.3d 228, 232 (3d Cir. 2001).
For
“the non-moving party[] to prevail, [that party] must ‘make a
showing sufficient to establish the existence of [every] element
essential to that party’s case, and on which that party will
bear the burden of proof at trial.’”
4
Cooper v. Sniezek, 418
F. App’x 56, 58 (3d Cir. 2011) (citing Celotex, 477 U.S. at
322).
Thus, to withstand a properly supported motion for
summary judgment, the nonmoving party must identify specific
facts and affirmative evidence that contradict those offered by
the moving party.
Anderson, 477 U.S. at 257.
“[T]he party seeking to enforce the settlement agreement[]
has the burden of proving the existence of the agreement under
contract law.”
United States v. Lightman, 988 F. Supp. 448, 458
(D.N.J. 1997).
III.
“A settlement agreement is a binding contract that courts
will not vacate absent compelling circumstances.
But like any
contract, it is only ‘enforceable if the parties agree on
essential terms, and manifest an intention to be bound by those
terms.’”
Martin v. Hoveround Corp., No. 10-3970, 2011 U.S.
Dist. LEXIS 18800, at *5-6 (D.N.J. Feb. 24, 2011) (citation
omitted) (first citing Nolan v. Lee Ho, 577 A.2d 143, 146 (N.J.
1990); and then quoting Lightman, 988 F. Supp. at 458).
“New
Jersey law specifies that parties may orally, by informal
memorandum, or both, agree upon all essential terms of a
contract and effectively bind themselves thereon, if that is
their intention, even though they contemplate the later
execution of a formal document to memorialize their
undertaking.”
Lightman, 988 F. Supp. at 458, 459 (stating that,
5
by the same token, “[w]here the parties do not agree on one or
more essential terms, however, courts generally hold that the
agreement is unenforceable” (citing Weichert Co. Realtors v.
Ryan, 608 A.2d 280 (N.J. 1992))).
In an e-mail, Defendant’s counsel asked Plaintiff’s
counsel: “Based on our conversation of yesterday, can I assume
that the case is now settled for that amount.”
Plaintiff’s
counsel responded on December 14, 2016, stating: “Sure.”
Defendant’s counsel responded that day stating: “Great, I will
draft a settlement agreement and general release (which will
include the usual provisions, including non-admissions,
confidentiality, non-disparagement, no re-hire, etc.).”
Defendant’s counsel provided a draft settlement agreement
by way of e-mail on January 4, 2017.
Defendant’s counsel asked
for a status update on the agreement on January 17, 2017.
Defendant’s counsel again asked for an update on January 26,
2017 and again on February 2, 2017, to which Plaintiff’s counsel
responded he was to meet with Plaintiff on February 13, 2017.
Defendant’s counsel asked for an update on March 22, 2017,
to which Plaintiff’s counsel replied: “Ms. Garde-Hill would like
the ‘with prejudice’ language deleted from the third ‘WHEREAS’
clause on the first page (I believe the Order says these claims
were dismissed, but not ‘with prejudice’).
She also wants the
‘and other benefits’ language deleted from paragraph 1.”
6
Defendant’s counsel’s Certification states Defendants conceded
to these two changes.
On April 27, 2017, Defendant’s counsel again inquired on
the status of the settlement agreement.
On May 5, 2017,
Plaintiff’s counsel advised:
I spoke to her recently.
She wants the nondisparagement/non-retaliation clauses to be mutual,
which I guess is a good idea.
She objects to the
language acknowledging she has been paid everything she
is due, claiming she is still owed some money but I can’t
see why this wouldn’t be covered by the general release
language and/or the entire controversy doctrine.
Is
there any way to “dumb down” the release? Make it short
form rather than long form? . . . .
. . . .
I think the simpler we make this, the better chance
we have of her signing it.
Defendant’s counsel responded: “Without prejudice to my position
that we already have an enforceable agreement, I will only make
these two changes (mutual non-disparagement clause and removal
of the ‘paid all she is owed’ language[)], if you give me your
assurance she will sign it.
If not, I am going to notify the
court that we will be filing a motion to enforce the settlement
agreement.”
On May 30, 2017, Plaintiff’s counsel advised: “She will
sign the release with the proposed changes, but wants the
discipline expunged and a statement that she remains ‘in good
standing with the community.’”
Defendant’s counsel responded:
7
“We don’t own the facility any longer.
We can’t expunge
anything from her file.”
Plaintiff admits in her brief that “the parties entered
into a valid and binding settlement agreement as to the amount
Plaintiff would accept to settle this case.”
Plaintiff’s
counsel’s Certification further provides that he “understood
that, as a condition of the settlement, defense counsel would
require [Plaintiff] to sign a settlement agreement and release.”
Plaintiff argues, however, that “negotiations broke down when
the parties were unable to agree on language in the written
document memorializing the terms of the agreement.”
The Court finds Triffin v. Sunrise Banks, No. 3445-14, 2017
N.J. Super. Unpub. LEXIS 902 (N.J. Super. Ct. App. Div. Apr. 12,
2017) instructive.
There, the Appellate Division found:
[A]
chain
of
emails
and
[Plaintiff]’s
own
representations to the court provide compelling evidence
that the parties reached an enforceable settlement, with
the understanding that the precise language of the
settlement documents had to be finalized. The essential
terms of the settlement agreement – that [Plaintiff]
would dismiss his claims against defendants in exchange
for $6,000 – were agreed to on January 8, 2015.
The
parties never wavered as to those essential terms.
The unresolved terms, such as the precise language
of the release, were just “the mechanics” which could be
“’fleshed out’ in a writing to be thereafter executed”
and
do
not
render
the
settlement
agreement
unenforceable. . . . Rather than presenting substantive
objections to material terms, [Plaintiff]’s objections
reflect an obstinacy to accept terms that are standard
in settlement agreements, such as the indemnification
language and the description of the scope of the release.
8
Id. at *11-12; see also Mid-Monmouth Realty Assocs. v.
Metallurgical Indus., Inc., No. 0503-14, 2016 N.J. Super. Unpub.
LEXIS 2475, at *10 (N.J. Super. Ct. App. Div. Nov. 16, 2016)
(finding a “payment of $25,000 in exchange for a release of all
claims” to be the “essential terms,” which resulted in “an
enforceable contract” at that time).
The Court finds there is an enforceable settlement
agreement between the parties in this case.
There appears to be
no disagreement that a monetary amount was agreed on to resolve
this case and release the claims against Defendant. 4
Like in
Triffin, that there were unresolved terms as to the mechanics of
the settlement agreement does not prevent this Court from
finding and enforcing an agreement between the parties on such
essential terms.
The Court finds there was an agreement as to
the essential terms and for that reason the Court will enforce
the settlement agreement.
The Court will grant Defendant’s
Motion to Enforce Settlement Agreement in the form agreed to as
of May 30, 2017. 5
4
The Court reaches this conclusion even in light of the
apparent demand for additional money at the last settlement
conference. The Court finds the monetary amount was agreed upon
prior to that apparent request and, in any event, Plaintiff does
not appear to be arguing for additional money now.
5
Thus, the final agreement should include all of Plaintiff’s
requested changes, memorialized in the e-mail exchanges between
the parties, except a statement that Plaintiff remains in good
standing in the community and the expungement of her
9
IV.
Defendant asks for sanctions against Plaintiff.
Defendant
argues “Plaintiff’s conduct in refusing to sign an agreement
memorializing the settlement to which she agreed is an abuse of
the judicial process.”
Defendant asks for reasonable attorneys’
fees and costs incurred in preparing this motion.
The Court will deny Defendant’s request for sanctions.
“[A] district court has inherent authority to impose sanctions
upon those who would abuse the judicial process.”
Republic of
the Philippines v. Westinghouse Elec. Corp., 43 F.3d 65, 73 (3d
Cir. 1994) (citing Chambers v. NASCO, Inc., 501 U.S. 32 (1991)).
However, these “inherent powers must be exercised with restraint
and discretion.”
Id. at 74 (quoting Chambers, 501 U.S. 32).
“Thus, a district court must ensure that there is an adequate
factual predicate for flexing its substantial muscle under its
inherent powers, and must also ensure that the sanction is
tailored to address the harm identified.”
Id.
Like the Court in North American Lacrosse League LLC v.
Jennings, No. 12-167, 2012 WL 5405523 (D.N.J. Oct. 12, 2012),
adopted by 2012 WL 5405243 (D.N.J. Nov. 5, 2012), Plaintiff here
disciplinary history. Such terms are not the kind of language
common to memorialized settlements. As such they are new and
additional demands that could have been and should have been
raised before the parties agreed upon on the essential terms of
the agreement.
10
continued to communicate with opposing counsel, 6 did not violate
any Court orders that the Court is aware of, and has
participated in court-ordered conferences in furtherance of
settling this case.
See, e.g., id. at *13.
While there was a
disagreement regarding the terms of the settlement agreement,
and whether such an agreement was final, the Court does not find
this warrants sanctions.
V.
In support of its motion, Defendant filed a redacted
version of the settlement agreement.
This Court was not
provided with an unredacted version, nor was a Motion to Seal
ever filed with the Court.
Local Civil Rule 5.3.
The Court finds this a violation of
Local Civil Rule 5.3(d)(2) provides: “Any
settlement agreement filed with the Court or incorporated into
an order shall, absent an appropriate showing under federal law,
be deemed a public record and available for public review.”
This Court is funded by the public treasury and does not sit to
resolve private disputes in secret.
There exists a strong
public interest in access to court proceedings.
This Court will
order the filing of a Motion to Seal, in accordance with Local
Civil Rule 5.3.
Thereafter the Court will determine whether the
redactions are appropriate.
6
The Court acknowledges there were gaps in communication and
that a response sometimes took several attempts to elicit.
11
VI.
The Court will grant Defendant’s Motion and
administratively terminate this action.
Defendant will be
directed to deposit the settlement amount with the Court.
Upon
the filing of a joint notice of a consummated settlement,
consistent with this Opinion, by the parties and the necessary
papers to dismiss this action under Federal Rule of Civil
Procedure 41, the Clerk of the Court will be directed to release
the deposited funds to Plaintiff.
An appropriate Order will be entered.
Date: May 14, 2018
At Camden, New Jersey
s/ Noel L. Hillman
NOEL L. HILLMAN, U.S.D.J.
12
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