Grant v. JPMorgan Chase Bank N.A.
Memorandum of Opinion and Order: The Court GRANTS Plaintiff's Motion to Enforce Settlement; GRANTS Plaintiff's Motion for Fees; and DENIES Plaintiff's Motion for Hearing (Doc. 20 , 21 ). Any outstanding payments must be made current within thirty days of this Order. Finally, Plaintiff must submit counsel's affidavit regarding the fees that were incurred in the filing of Plaintiff's motion to enforce within fourteen days of this Order. Judge Patricia A. Gaughan on 11/21/17. (LC,S)
UNITED STATES DISTRICT COURT
NORTHERN DISTRICT OF OHIO
JPMorgan Chase Bank, N.A.,
CASE NO. 1:16 CV 2475
JUDGE PATRICIA A. GAUGHAN
Memorandum of Opinion and Order
This matter is before the Court upon Plaintiff’s Motion to Enforce Settlement; Motion for
Fees; and Motion for Hearing (Doc. 20, 21)1. For the reasons that follow, the Court GRANTS
Plaintiff’s motion to enforce settlement and motion for fees, and DENIES his motion for hearing.
Plaintiff Robert Grant, a former employee of Defendant JPMorgan Chase Bank, N.A.,
filed this action against Defendant on October 7, 2016, alleging disability discrimination claims
Plaintiff filed a Supplemental Motion to Enforce Settlement; Motion for Fees; and
Motion for Hearing (Doc. 21). Plaintiff’s initial motion and supplemental motion
are addressed collectively.
under federal and state law. On August 10, 2017, the parties negotiated a settlement agreement at
a court-ordered settlement conference. The parties reached agreement on the amount of payment
and other material terms. One of the negotiated terms was that Plaintiff agreed not to seek reemployment by Defendant, JPMorgan Chase Bank, N.A. The parties, however, agreed that
Plaintiff’s “employment is protected if his employer merged with JPMC [Defendant] or its
related entities.” (Def.’s Resp. at 3).
Defendant requested that it have until August 31, 2017, to confirm its acceptance of the
settlement. On August 31, 2017, Defense counsel notified Plaintiff’s counsel and the Court that
Defendant had accepted the settlement. Specifically, Defense counsel wrote:
I am pleased to report that Defendant has accepted the settlement we tentatively
reached on August 10, 2017.
Although counsel’s email did not state that Defendant’s acceptance was conditioned on
additional terms that had not been discussed at the settlement conference, Defendant thereafter
demanded that Plaintiff agree to several additional terms before it would execute the agreement.
One of those terms was that Plaintiff also agree never to seek re-employment with Defendant’s
parent company, JPMorgan Chase and Co. or any of its subsidiaries worldwide.2
On September 28, 2017, the Court held a phone call with counsel for both parties to
discuss the settlement agreement, going item-by-item through a draft of the agreement.3 During
The other issues have been resolved by the parties.
Prior to the conference, the Court informed counsel that parties should be
available if needed. Defense counsel never informed the Court during the call that
she did not have settlement authority.
the call, Defendant’s counsel agreed to remove the reference to “subsidiaries” in the re-hire
clause. Plaintiff, in turn, agreed never to apply for employment with Defendant, its parent
corporation, or one additional entity, J.P. Morgan Securities, LLC. After the call, the Court noted
on the docket, “the Court anticipates a dismissal entry on or before 10/30/17.”
Despite counsel’s assurance that “subsidiaries” would be removed from the re-hire
clause, Defendant refuses to execute the agreement unless Plaintiff agrees never to seek reemployment from Defendant’s subsidiaries and its related entities. Plaintiff now moves to seek
enforcement of the agreement that the parties reached on August 31, 2017. Defendant opposes
“Courts retain the inherent power to enforce agreements entered into in settlement of
litigation pending before them.” Brock v. Scheuner Corp., 841 F.2d 151, 154 (6th Cir. 1988)
(citations omitted). This is true even if the agreement has not been reduced to writing. Id.
“Because settlement agreements are a type of contract, the formation and enforceability of a
purported settlement agreement are governed by state contract law.” Smith v. ABN AMRO Mortg.
Group, Inc., 434 Fed. Appx. 454, 460 (6th Cir. 2011) (citations omitted). Here, the parties agree
that Ohio law applies. Under Ohio law, “[t]he result of a valid settlement agreement is a contract
between parties, requiring a meeting of the minds as well as an offer and an acceptance thereof.”
Rulli v. Fan Co., 79 Ohio St. 3d 374, 683 N.E.2d 337, 339 (1997) (citations omitted). Before a
court may enforce a settlement agreement, it must conclude that the parties have reached an
agreement on all of the material terms. RE/MAX Internat’l, Inc. v. Realty One, Inc., 271 F.3d
633, 645-56 (6th Cir. 2001). If the facts material to an agreement are in dispute, the court must
ordinarily hold an evidentiary hearing. Id. No hearing is necessary, however, “where an
agreement is clear and unambiguous and no issue of fact is present.” Id. Thus, summary
enforcement is appropriate “where no substantial dispute exists regarding the entry into and
terms of an agreement.” Id.
The Court finds that no evidentiary hearing is necessary in this case because a clear and
unambiguous agreement existed as of August 31, 2017, and there is no dispute of fact as to the
essential terms of that agreement. Moreover, this Court participated in both the August 10 and
September 28 negotiations and has first-hand knowledge of the agreement that the parties
At the August 10 settlement conference, the parties reached a meeting of the minds on all
of the essential terms of the agreement. Specifically, as relevant to the instant motion, the parties
agreed that Plaintiff would not seek re-employment by Defendant–that is, JPMorgan Chase
Bank, N.A. They also agreed that Plaintiff’s employment would be protected if his employer
merged with Defendant “or its related entities.” (Def.’s Resp. at 3). Despite specifically
addressing Defendant’s “related entities” while negotiating this term, the parties did not agree
that Plaintiff would not seek employment with any of Defendant’s subsidiaries or related entities.
Nor does Defendant argue that the parties so agreed. Following the August 10 settlement
conference, Defendant’s counsel wrote to Plaintiff and the Court on August 31, stating that
“Defendant has accepted the settlement we tentatively reached on August 10, 2017.” At this
point, the parties had a binding contract.
Defendant wholly fails to acknowledge the August 31 email, arguing instead that it
“cannot be bound when it has not given its assent to the written document.” (Def.’s Resp. at 1).
But the fact that the parties had not memorialized the agreement in writing does not diminish the
existence of a valid contract. RE/MAX, 271 F.3d at 646. “When parties have agreed on the
essential terms of a settlement, and all that remains is to memorialize the agreement in writing,
the parties are bound by the terms of the oral agreement.” Id.
This case is strikingly similar to Bosley v. 21 WFMJ Television, Inc., 245 Fed. Appx. 445
(6th Cir. 2007). Counsel for the parties in Bosley reached agreement on the essential terms of a
settlement agreement. The defendants then filed a notice with the district court that the parties
had effectively settled their dispute. Later, in attempting to finalize the agreement, a dispute
arose as to its terms. The plaintiff filed a motion to enforce the agreement, arguing that
defendants were attempting to modify the terms of the settlement by adding additional terms to
which the parties had not agreed. In opposing the plaintiff’s motion to enforce the agreement, the
defendants argued that the conversations between counsel were simply preliminary negotiations
and that the product of the negotiations was an incomplete contract. In rejecting the defendants’
argument that no agreement had been reached, the Sixth Circuit stated:
Defendants do not identify...what elements were missing from the agreement at
the time they notified the district court that ...the case had been settled.
Defendants seem to assume that because they would have preferred that the
agreement contain terms different from those agreed upon by [counsel for the
parties], the agreement must necessarily be incomplete, and as a consequence,
there was no meeting of the minds.... [Defendants’] notice did not state that the
parties were close to settlement or that talks were on the verge of producing an
agreement. Rather, the defendants themselves stated that agreement had
effectively been reached and that the process of drafting documents had begun.
Moreover, the notice contained no hint that settlement was contingent on the
negotiation of additional terms or, as defendant’s counsel asserted at oral
argument, the actual memorialization of the agreement terms in a written
document.... A settlement agreement, like any other contractual arrangement,
depends upon objective, not subjective, manifestation of intent...By all
appearances, the parties operated as if their dispute had been resolved.
Id. at 451 (emphasis in original). Similarly, in this case, the parties’ objective manifestation of
intent demonstrates that, as of August 31, their dispute was resolved. Defendants’ email
informing the Court of the resolution does not state that any outstanding issues still had to be
resolved or that Defendant’s acceptance was conditioned on additional terms that were not
discussed at the August 10 conference. Rather, it unequivocally states that Defendant had
accepted the agreement reached on August 10.4 Defendant cannot avoid a contract that it agreed
to by inserting a new material term that would prohibit Plaintiff from seeking employment from
Defendant’s subsidiaries–hundreds of companies that are separate legal entities from Defendant.5
For these reasons, Plaintiff’s motion to enforce is granted.
Plaintiff also moves for attorney’s fees. As part of its inherent powers, a district court
Indeed, Defendants’ email more clearly demonstrates that an agreement had been
reached than in Bosley. There, the defendants’ notice to the court stated that the
parties had “effectively reached a settlement,” which the court acknowledged
communicated some degree of equivocation but was insufficient to show that the
settlement was “somehow contingent on the negotiation of additional material
terms.” 245 Fed. Appx. at 451 (emphasis in original).
Counsels’ discussion during the September 28 conference call with the Court
confirm that the parties’ agreement did not include a promise by Plaintiff not to
seek employment with any of Defendant’s subsidiaries. During that call,
Defendant’s counsel agreed to remove the term “subsidiaries” from the draft of
the re-hire clause. Defendant’s counsel does not dispute this. Nor does she dispute
that parties were to be available during this call or that she never informed the
Court that she did not have the authority to bind her client. Instead, she argues, “It
goes without saying that all that was discussed was required to be taken back to
the respective clients for review and approval.” (Def.’s Resp. at 4). Because the
parties had already reached a meeting of the minds as of August 31, the Court
need not address Defendant’s argument that it is not bound by its counsel’s
representations on this call. Nevertheless, the Court would be remiss if it did not
note its displeasure with counsel’s behavior. Her failure to inform the Court and
Plaintiff’s counsel that she was reserving the right to renege on what both the
Court and Plaintiff believed to be a clear agreement–indeed, following the call,
the Court noted on the docket that it anticipated a dismissal entry–is appalling.
may award attorney fees in its discretion without statutory authorization for bad faith or
oppressive litigation practices. Jaynes v. Austin, 20 Fed. Appx. 421, 427 (6 th Cir. 2001) (citing
Alyeska Pipeline Serv. Co. v. Wildemess Soc'y, 421 U.S. 240, 275, 95 S.Ct. 1612, 44 L.Ed.2d 141
(1975); F.D. Rich Co. v. United States for Use of Indus. Lumber Co., 417 U.S. 116, 129, 94 S.Ct.
2157, 40 L.Ed.2d 703 (1974)). An award of attorney fees under a court’s “inherent powers”
requires “a finding that an attorney willfully-abuse[d] judicial processes by conduct tantamount
to bad faith.” Id. (quotations omitted).
Here, the Court finds that Plaintiff is entitled to the attorney fees incurred in filing his
motion to enforce. Defendant unequivocally informed the Court that this case was settled on
August 31. It thereafter attempted to include new terms into the agreement that were neither
agreed to, nor bargained for. Counsel’s conduct–reaffirming in the September 28 conference call
that “subsidiaries” would be removed from the re-hire clause and then attempting to renege on
that agreement by claiming that she did not have the authority to bind her client–is also
egregious. Taken together, this conduct is tantamount to bad faith. “Plaintiff should not be
required to bear the burden of paying attorney fees for Defendant’s failure to comply with the
settlement agreement.” Hoey v. Sunrise Senior Living Mgt., Inc., 2013 WL 773014 (E.D. Mich.
Feb. 28, 2013).
For the foregoing reasons, the Court GRANTS Plaintiff’s Motion to Enforce Settlement;
GRANTS Plaintiff’s Motion for Fees; and DENIES Plaintiff’s Motion for Hearing (Doc. 20, 21).
Any outstanding payments must be made current within thirty days of this Order. Finally,
Plaintiff must submit counsel’s affidavit regarding the fees that were incurred in the filing of
Plaintiff’s motion to enforce within fourteen days of this Order.
IT IS SO ORDERED.
/s/ Patricia A. Gaughan
PATRICIA A. GAUGHAN
United States District Court
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