Gao v. Graceful Services, Inc. et al

Filing 104

ORDER: Defendants' motion to enforce the settlement agreement is DENIED. For that reason, and there being no allegation that Plaintiff's actions were taken in bad faith, Defendants' motion for attorney's fees in connection with the instant motion is also DENIED. (Signed by Magistrate Judge Sarah Netburn on 2/28/2020) (ras)

UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
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2/28/2020

MEI YUE GAO,
Plaintiff,

18-CV-04005 (SN)
ORDER

-againstGRACEFUL SERVICES, INC., et al.,
Defendants.
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SARAH NETBURN, United States Magistrate Judge:

Plaintiff Mei Yue Gao (“Plaintiff”) brings this action alleging violations under the Fair
Labor Standards Act (“FLSA”), 29 U.S.C. §§ 201 et seq.; the New York Labor Law (“NYLL”),
N.Y. Lab. Law § 190 and § 200 et seq.; the New York State Human Rights Law (“NYSHRL”),
N.Y. Exec. Law §§ 290 et seq.; the New York City Human Rights Law (“NYCHRL”), N.Y.C.
Admin. Code §§ 8-107 et seq.; and the Age Discrimination in Employment Act (“ADEA”), 29
U.S.C. §§ 621, et seq. Defendants Graceful Services, Inc. (“Graceful I”) and Grace Macnow
(together, “Defendants”) move to enforce a settlement agreement between Defendants and
Plaintiff, and for an award of attorney’s fees for filing the motion. See ECF No. 92.
For the following reasons, the motion to enforce the settlement agreement is DENIED
and the motion for attorney’s fees is DENIED.
DISCUSSION
Defendants and Plaintiff appeared before the Court for a settlement conference on July
17, 2019, at which these parties preliminarily agreed to a financial arrangement in contemplation
of settlement while leaving several material items of a final agreement open for negotiation.
Shortly thereafter, it became apparent that Plaintiff was insisting on certain non-monetary terms

to settle her claims. See ECF Nos. 72, 75, 77, 80, & 82. At a status conference held November
12, 2019, Defendants requested leave to file a motion to enforce a settlement agreement
purportedly reached with the Plaintiff. See ECF No. 92.
A settlement agreement is a contract that is interpreted according to general principles of
contract law. Omega Eng’g, Inc. v. Omega, S.A., 432 F.3d 437, 443 (2d Cir. 2005). As with any
contract, a settlement agreement is valid and binding only if there is an offer, acceptance,
consideration, mutual assent, and intent to be bound. See, e.g., Barbarian Rugby Wear, 06-cv2652 (JGK), 2008 WL 5169495, at *2 (S.D.N.Y. Dec. 9, 2008). Additionally, whether all of the
terms of the alleged contract have been agreed upon is one of the significant factors in
determining whether an enforceable settlement agreement has been reached. Winston v.
Mediafare Entm’t Corp., 777 F.2d 78, 80 (2d Cir. 1985). “A district court has the power to
enforce summarily, on motion, a settlement agreement reached in a case that was pending before
it.” BCM Dev., LLC v. Oprandy, 490 F. App’x. 409, 409 (2d Cir. 2013) (citation omitted). The
party seeking to enforce the purported agreement bears the burden of proving that the parties
entered into a binding agreement. See Grgurev v. Licul, 15-cv-9805 (GHW), 2016 WL 6652741,
at *3 (S.D.N.Y. Nov. 10, 2016) (internal quotation marks omitted).
Defendants argue that the parties agreed to all material terms when their counsel
submitted a revised draft proposal signed by Grace Macnow to Plaintiff’s counsel on November
1, 2019. Plaintiff contends first, that several material terms were not agreed upon, including
issues related to a mutual release and protection from retaliation; and second, that Plaintiff’s
counsel indicated a lack of assent to an agreement by her October 31, 2019 email.

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Based on this record, I find that Plaintiff intended to negotiate several additional material
terms and that as such, there was no mutual assent or intent to be bound (by Plaintiff) and that
the parties therefore did not reach an enforceable agreement.
CONCLUSION
Defendants’ motion to enforce the settlement agreement is DENIED. For that reason, and
there being no allegation that Plaintiff’s actions were taken in bad faith, Defendants’ motion for
attorney’s fees in connection with the instant motion is also DENIED.
SO ORDERED.

DATED:

February 28, 2020
New York, New York

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