YOUNG v. A-C PRODUCT LIABILITY TRUST et al
MEMORANDUM AND/OR OPINION. SIGNED BY MAGISTRATE JUDGE ELIZABETH T. HEY ON 5/6/15. 5/6/15 ENTERED AND COPIES MAILED, E-MAILED.(rf, )
IN THE UNITED STATES DISTRICT COURT
FOR THE EASTERN DISTRICT OF PENNSYLVANIA
IN RE: ASBESTOS PRODUCTS
LIABILITY LITIGATION (No.VI)
Willard Bartel and David Peebles, as
co-administrators of the Estate of
ROBERT M. YOUNG
UNIVERSITY OF MIAMI
MDL DOCKET No. 875
CIVIL ACTION NO. 11-32162
Plaintiffs have moved to enforce a settlement agreement they maintain they had
with defendant the University of Miami, to which defendant responds that no settlement
agreement was ever reached. Docs. 55 & 56. I held a teleconference with counsel on
May 5, 2015, and will deny the motion.
The parties agree to the following facts which occurred in 2013:
1. On July 30, defendant wrote to plaintiffs proposing terms of settlement
including a monetary term of $7,500. The letter did not attach a proposed
release. Doc. 56-2.
2. On August 6, plaintiffs emailed defendant stating “If we can agree to the release
language (attached) we will be able to settle this case for $7,500.00.” Doc. 56-3
at 2. The attached release included language to the effect that
“[i]ndemnification shall be limited to the amount of settlement as stated herein.”
Id. at 5.
3. On August 8, defendant emailed plaintiffs stating “Please find attached hereto
our red line changes to the proposed Release. Please advise us if it is acceptable
to you in order to conclude the matter.” Doc. 56-4 at 2. The referenced “red
line changes” did not alter the language regarding indemnification or make other
4. On August 9, the parties exchanged three pertinent emails. First, defendant
wrote “The U[niversity] will not agree to the indemnity limit of $7,500.00.
Please let me know whether we can settle the case on these terms.” A few
minutes later plaintiffs responded “We accepted the release you tendered
yesterday and we forwarded to our client for signature.” A few minutes later
defendant emailed back “You can just cross out the two lines on this and initial it
or send out new releases.” Docs. 56-5 at 2, 56-6 at 2.
5. In September and October defendant inquired about the status of the settlement,
and on November 4, plaintiffs wrote to the defendant enclosing the executed
release and demanding the settlement payment. Doc. 55-5 at 2. Defendant
responded on November 5 stating that no settlement agreement had been
reached because “certain changes to the Release . . . were unacceptable to our
client, including but not limited to a limitation on indemnification.” Doc. 56-12
Plaintiffs maintain that an agreement was reached when defendant returned the
release on August 8 without any material changes, thus accepting all material terms.
Defendant offers two arguments to defeat the existence of a settlement agreement. First,
defendant argues that its August 8 email, attaching “our red line changes to the proposed”
release, was conditioned on client approval. Plaintiffs correctly opposes this argument.
Nothing in the emails between counsel conditioned acceptance on client approval, and
counsel were entitled to rely on each other having authority to negotiate and accept terms
Defendant’s second argument is more compelling. Defendant points to the fact
that plaintiffs did not communicate acceptance of its August 8 offer. Defendant’s cover
email enclosing the “red line changes” to the release stated “Please advise us if it is
acceptable.” Thus, the email clearly required a response for acceptance, even if the
enclosed edits were minimal. 1 This means that defendant remained free to withdraw its
August 8 offer, which it did in its August 9 email announcing that it did not agree to the
Defendant is correct that it is a universal tenet of contract law that acceptance of an
offer must be communicated to create a contract. See generally Morales v. Sun
Constructors, Inc., 541 F.3d 218, 221 (3d Cir. 2008) (“mutual assent between parties is
necessary for the formation of a contract . . . [and a]cceptance is measured not by the
parties’ subjective intent, but rather by their outward expressions of assent”) (citing
Restatement (Second) of Contracts § 17 & cmt. c); MMK Group v. SheShells Co., 590 F.
Supp.2d 944, 963 (N.D. Ohio 2008) (elements of contract under Ohio law include
manifestation of mutual assent); Sea-land Serv., Inc. v. Sellan, 64 F. Supp.2d 1255,
1260-63 (S.D. Fla. 1999) (applying maritime law to determine validity of settlement
agreement not to work and identifying elements as “offer and acceptance of the
compromise and a meeting of the minds as to the terms”) (quoting Wilson v. Wilson, 46
F.3d 660, 666 (7th Cir. 1995)). Here, that element is missing.
It is somewhat difficult to decipher from the submissions exactly what changes
were made in defendant’s red line edit to the release. The version of defendant’s email
attachment that is appended to defendant’s submission (Doc. 56-4) identifying the state
and county of the case, appears otherwise identical to the version that was attached to
plaintiffs’ original August 6 proposal (Doc. 56-3), and both versions appear to be non-final
in that they contain language that is underlined and stricken. The version of defendant’s
attachment that is appended to plaintiffs’ motion displays a right-hand edit column, which
shows certain formatting edits and an edit to the paragraph preceding the plaintiff
administrators’ signatures. Doc. 55-1. In any event, because defendant’s cover email
clearly states that changes were made and that plaintiffs should “advise” if they are
acceptable, defendant’s August 8 email cannot be read as an acceptance.
Plaintiffs point out that public policy favors settlements, and that all that must be
shown to enforce the agreement is a meeting of the minds by a preponderance of the
evidence. Doc. 55 at 3-4. However, the contract element that is missing here is
manifestation of assent, in other words communication of acceptance. While plaintiffs
assert that they “accepted the terms of the Release” attached to defendant’s August 8 email,
Doc. 55 at 4, they did not communicate that acceptance to defendant, and offer no authority
for the proposition that their uncommunicated intention satisfies the acceptance element of
the contract. Indeed, a case on which they rely is to the contrary. See Laserage Tech.
Corp. v. Laserage Labs., Inc., 972 F.2d 799, 802 (7th Cir. 1992) (“contract depends on
what the parties express to each other . . . not on what they keep to themselves”) (quoting
Skycom Corp. v. Telstar Corp., 813 F.2d 810, 814-15 (7th Cir. 1987)).
Therefore, this 6th day of May, 2015, for the foregoing reasons, it is hereby
ORDERED that plaintiffs’ motion to enforce settlement is DENIED.
BY THE COURT:
/s/ Elizabeth T. Hey
ELIZABETH T. HEY
UNITED STATES MAGISTRATE JUDGE
Disclaimer: Justia Dockets & Filings provides public litigation records from the federal appellate and district courts. These filings and docket sheets should not be considered findings of fact or liability, nor do they necessarily reflect the view of Justia.
Why Is My Information Online?