Hogan v. Cleveland Ave Restaurant, Inc. et al

Filing 267

ORDER granting 235 Motion to Enforce Settlement; granting 236 Motion to Expedite. Defendants are ORDERED to provide Plaintiffs with a complete and accurate list of all entertainers and bartenders and their contact information. Signed by Chief Judge Algenon L. Marbley on 3/14/2020. (cw)

Case: 2:15-cv-02883-ALM-EPD Doc #: 267 Filed: 05/14/20 Page: 1 of 7 PAGEID #: 2743

IN THE UNITED STATES DISTRICT COURT
FOR THE SOUTHERN DISTRICT OF OHIO
EASTERN DIVISION

JESSICA HOGAN, et al.,
Plaintiffs,
v.
CLEVELAND AVE RESTAURANT INC.
d/b/a SIRENS, et al.,
Defendants.

:
:
:
: Case No. 2:15-CV-2883
:
: CHIEF JUDGE ALGENON L. MARBLEY
:
: Magistrate Judge Deavers
:
:

OPINION & ORDER
I.

INTRODUCTION

This matter is before the Court on Plaintiffs’ Motion to Enforce Settlement Agreement.
(ECF No. 235) and expedite consideration of said motion (ECF No. 236). Defendants have
responded, arguing that they have complied with the terms of the Settlement Agreement. (ECF
No. 240). For the reasons stated below, this Court GRANTS the Plaintiffs’ Motion to Enforce
(ECF No. 235) and the Motion to Expedite Consideration of said motion (ECF No. 236).
II.

BACKGROUND

On December 10, 2019, this Court granted the Parties’ respective motions for settlement
of the claims between Defendants and two separate classes of Plaintiffs—the “Entertainer” and
“Bartender” classes. (ECF No. 230). As part of the Settlement Agreement, Defendants were
required to produce to Plaintiffs contact information for all entertainers eligible to opt in. On
January 2, 2020, Defendants produced to Plaintiffs a spreadsheet containing the names of
approximately 80 entertainers and referred Plaintiffs to their prior productions of entertainer
contracts (referred to as Tenant Lease Agreements) as a means of satisfying their obligations

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under the Settlement Agreement. (ECF No. 235 at 3-4). Plaintiffs argue that this is insufficient
and that the terms of the Settlement Agreement indicate that Defendants were required to
produce contact information for all entertainers in the form of one spreadsheet. Id. Defendants
counter that they have satisfied their obligation by their prior production of documents. (ECF No.
240).
III.

STANDARD OF REVIEW

Public policy favors settling cases without litigation, and thus settlement agreements
should be upheld whenever it is equitable to do so. Graley v. Yellow Freight Sys., Inc., No. 984166, 2000 WL 799779, at *4 (6th Cir. June 14, 2000) (internal citation omitted). Settlement
agreements are a type of contract, so “the formation and enforceability of a purported settlement
agreement are governed by state contract law.” Tocci v. Antioch Univ., 967 F. Supp. 2d 1176, 1191
(S.D. Ohio 2013) (citing Smith v. ABN AMRO Mortg. Grp. Inc., 434 F. App'x 454,460 (6th Cir.
2011); see also Bamerilease Capital Corp. v. Nearburg, 958 F.2d 150, 152 (6th Cir. 1992). Here,
the applicable law is Ohio contract law, since the parties are all Ohio residents and the Settlement
Agreement was entered into in Ohio. See Edwards v. Hocking Valley Cmty. Hosp., 87 F. App'x
542, 550–51 (6th Cir. 2004).
Before enforcing a settlement agreement, a court is required to conclude that agreement
has been reached on all material terms. RE/MAX Int'l, Inc. v. Realty One, Inc., 271 F.3d 633, 645
(6th Cir. 2001). Further, the essential terms of the settlement must be “reasonably certain and
clear.” Rulli v. Fan Co., , 376 (1997). Summary enforcement of an agreement, without holding a
hearing, is appropriate where the parties “do not dispute material facts pertaining to the existence
or terms of a settlement agreement.” Graley v. Yellow Freight Sys., Inc., 221 F.3d 1334 (6th Cir.
2000). When enforcing an agreement, a court is not permitted to alter the terms of the agreement,
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but rather, must enforce the settlement as agreed to by the parties. Heimberger v. Pritzker, No.
2:12-CV-01064, 2015 WL 5582254, at *3 (S.D. Ohio Sept. 23, 2015).
IV.

LAW & ANALYSIS

Neither Plaintiffs nor Defendants dispute that they came to an agreement on the material
terms of the settlement. Instead, the sole point of contention between Defendants and Plaintiffs
relates to whether the parties agreed that Defendants would provide Plaintiffs’ counsel with a
complete list, in the form of a spreadsheet, of all entertainers including their mailing and email
addresses. (ECF No. 235 at 3; No. 240 at 2). Defendants argue that they have complied with the
terms of the Settlement Agreement by providing a list of all of their more recent entertainers and
through their prior production of “Tenant Lease Agreements”—20 page contracts that dancers
signed upon hiring for their entertainers who worked for them in prior years. (ECF No. 235 at 5;
No. 240 at 3). Plaintiffs argue that the prior production of Tenant Lease Agreements does not
satisfy Defendant’s obligation to produce a complete list of all entertainers and their contact
information.
The Settlement Agreement does not specifically require a list or spreadsheet but does state
in Section 5.B. that:
Within 21 days of the Court’s preliminary approval, Defendants will provide Plaintiffs with
the most up-to-date contact information for each Entertainer, including mailing address and
email address, if available to Defendants.
(ECF No. 223-1 at 5).
Defendants argue that the Agreement does not specify the method of production and that
Defendants’ prior production of the dancers’ contracts satisfies their obligations under the
Settlement Agreement because Plaintiffs “have been provided the exact same contact information
in the exact same format, as that information is kept by Defendants.” (ECF No. 240 at 3). Plaintiffs
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argue that in the context of employment law class action settlements, the production of a
consolidated list of all employees is an “unremarkable concept.” (ECF No. 235 at 3). Plaintiffs add
that even though the Agreement does not specify the exact manner of production, it does require
an affirmative production, of all contact information for “each Entertainer” and a mere reference
to prior document productions does not satisfy Defendants’ obligation affirmatively to produce
contact information for each entertainer. (ECF No. 246 at 2-3).
To enforce a contract summarily, a court is required to make a finding that there is a
“meeting of the minds as to the essential terms of the contract.” Kostelnik v. Helper, 2002-Ohio2985, ¶ 16, 96 Ohio St. 3d 1, 3, 770 N.E.2d 58, 61. A dispute over the meaning of a particular
provision in a contract does not “constitute an absence of a material term that could defeat
the enforceability of the contract.” Santomauro v. Sumss Prop. Mgmt., LLC, 2019-Ohio-4335, ¶
33, 134 N.E.3d 1250, 1262–63 (internal citations omitted). Here, the parties do not dispute that
there was a meeting of minds on all the essential terms (the payment of a sum to settle claims by
two classes of plaintiffs), but do dispute the meaning of an ancillary provision in the Agreement.
A court’s “primary objective” when analyzing a written agreement is “to ascertain and give
effect to the intent of the parties by examining the language that they chose to employ.” Savoy
Hosp., L.L.C. v. 5839 Monore St. Assocs., L.L.C., 2015-Ohio-4879, ¶ 29. First, the court must
determine whether the disputed language is “plain and unambiguous.” Id. (internal citations
omitted). Language is unambiguous when it is “clear, definite, and subject to only
one interpretation.” Id. Contract language is ambiguous if it is “unclear, indefinite, and reasonably
subject to dual interpretations.” Id. When a contract contains ambiguous language or “when the
circumstances surrounding the agreement invest the language of the contract with a special

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meaning,” “the intent of the parties becomes a question of fact” and a court is permitted to examine
extrinsic evidence “in an effort to give effect to the parties’ intentions.” Id. at ¶ 32.
Here, the language of Section 5.B. of the Settlement Agreement is ambiguous and subject
to two reasonable interpretations. Plaintiffs’ interpretation of the provision at issue is a reasonable
one since a plain reading of it indicates that Defendants are required to provide the most up to date
contact information for “each” dancer, and not only the most recently employed dancers. The
provision also does not indicate that Defendants are exempt from reproducing information that
they have already produced. Defendants’ interpretation is also reasonable since the provision does
not explicitly indicate that they are to produce the contact information in a spreadsheet.
Where an ambiguity exists in the terms of a contract, a court is permitted to examine
extrinsic evidence to determine the intent of the parties. Permissible “extrinsic evidence may
include: “(1) the circumstances surrounding the parties at the time the contract was made, (2) the
objectives the parties intended to accomplish by entering into the contract, and (3) any acts by the
parties that demonstrate the construction they gave their agreement.” Schempp v. GC Acquisition,
LCC, 161 F. Supp. 3d 584, 591 (N.D. Ohio 2014), aff'd. Schempp v. GC Acquisition, LLC, 630 F.
App'x 541 (6th Cir. 2015) (citing U.S. Fid. & Guar. Co. v. St. Elizabeth Med. Ctr., 129 Ohio
App.3d 45, 716 N.E.2d 1201, 1208 (1998)).
Plaintiffs argue that their reading of the Settlement Agreement is supported by their Motion
for Settlement, which requires that “Defendants provide Class Counsel with the final list of
bartenders and entertainers and their contact information.” (ECF No. 223 at 21). Defendants argue
that Plaintiffs’ motion is a unilateral motion and that they objected to Plaintiffs’ proposed motion
and filed their own. While Defendants are correct that Plaintiffs’ motion was a unilateral one,
Defendants’ own separate Motion for Settlement noted that Defendants did not disagree with the
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terms of the Settlement as set forth in Plaintiffs’ motion. On the second page of Defendants’
Motion for Settlement, Defendants wrote:
Defendants now submit their own motion for preliminary approval. It is not intended to
“oppose” Plaintiffs’ motion, but is intended only to correct some of the factual
representations – which do not affect the ultimate terms of the settlement between the
parties – that appear in Plaintiffs’ motion.
(ECF No. 228 at 2). Thus, Defendants’ Motion for Settlement reflects the understanding that the
ultimate terms of the settlement were accurately reflected in Plaintiffs’ Motion.
Defendant argues that the Court cannot enforce Plaintiffs’ statements made in its unilateral
motion against it. (ECF No. 240 at 6). A party’s “objective manifestation of intent,” however, can
be used to interpret the terms of an ambiguous provision in a contract. See Grant v. JPMorgan
Chase Bank, N.A., No. 1:16 CV 2475, 2017 WL 5613928, at *3 (N.D. Ohio Nov. 21, 2017)
(granting plaintiff’s motion to enforce contract and relying on defendant’s email to the court sent
prior to dispute which supported plaintiff’s view of contract). Since Plaintiffs’ Motion for
Settlement makes clear that Defendants were to produce a “final list” of bartenders and entertainers
and their contact information, and Defendants agreed with these terms in their submission to the
Court, they cannot now claim that they were unaware of the intended meaning of Section 5.B.
Accordingly, the disputed provision requires Defendants to produce a complete list, and not merely
reference a prior document production.
IV. CONCLUSION
For the reasons stated above, Plaintiffs’ motions (ECF No. 235; No.236) are GRANTED.
Defendants are ORDERED to provide Plaintiffs with a complete and accurate list of all
entertainers and bartenders and their contact information.

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IT IS SO ORDERED.

CHIEF UNITED STATES DISTRICT JUDGE
DATED: May 14, 2020

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