Kaiser v. CSL Plasma Inc

Filing 63

ORDER denying 45 Motion to Enforce by Chief Judge Ricardo S. Martinez.(SSM)

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UNITED STATES DISTRICT COURT
WESTERN DISTRICT OF WASHINGTON
AT SEATTLE

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JASMINE KAISER,

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Plaintiff,

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v.

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CSL PLASMA INC., a corporation,
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Defendant.

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) CASE NO. C15-0842RSM
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) ORDER DENYING DEFENDANT’S
) MOTION TO ENFORCE
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I.

INTRODUCTION

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This matter comes before the Court on Defendant’s Motion to Confirm and Enforce

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Settlement Agreement . Dkt. #45. Defendant argues that the parties entered into a binding

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settlement agreement, even though it has not yet been reduced to writing, and asks the Court to

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bind Plaintiff to the material terms of that agreement. Id. Plaintiff argues that the parties did

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not reach agreement on the confidentiality provision and therefore a settlement agreement was
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never reached and there is nothing to enforce. Dkt. #52. For the reasons discussed below, the

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Court agrees with Plaintiff and DENIES Defendant’s motion.1

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II.
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BACKGROUND

Defendant has also filed a Motion for Protective Order, asking the Court to stay all discovery
pending a resolution of this motion to enforce, and seeking to limit the scope of Plaintiff’s
requested 30(b)(6) deposition. Dkt. #48. In addition, Plaintiff has filed a Motion for Partial
Summary Judgment asking the Court to dismiss Defendant’s defense that this action has been
settled, and dismissing Defendant’s affirmative defenses of failure to state a claim, preemption
and primary jurisdiction. Dkt. #50. These motions will be addressed in separate Orders.

ORDER
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On April 27, 2015, Plaintiff filed a discrimination action in King County Superior Court

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against Defendants. Dkt. #1-1. Defendant removed the action to this Court on the basis of

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diversity jurisdiction. Dkt. #1.

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In her Complaint, Plaintiff alleges that Defendant CSL Plasma Inc. operates and

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advertises a plasma center in Kent, Washington, where it pays individuals in exchange for
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plasma “donations.” Dkt. #1-1 at ¶ 7. Plaintiff further alleges that she went to CSL Plasma

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intending to make a donation but was turned away because she is a transgender person. Dkt.

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#9. Plaintiff was apparently told that CSL Plasma had placed a “lifetime” deferment on any

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donation by Plaintiff, and that CSL Plasma would be notifying other, similar centers of the

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lifetime deferment, which essentially precluded her from ever “donating” her plasma at one of
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these centers.

Id.

As a result, Plaintiff filed the instant lawsuit alleging violations of

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Washington State’s Consumer Protection Act (CPA), RCW 19.86.010 to .920, and the

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Washington Law Against Discrimination (WLAD), RCW 49.60.010 to .505. Through her suit,

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Plaintiff seeks the following relief:
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A. a monetary judgment against defendant CSL Plasma and in favor of
Ms. Kaiser;

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B. declaratory relief pursuant to the Consumer Protection Act and the
Washington Law Against Discrimination;

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C. injunctive relief pursuant to the Consumer Protection Act;

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D. exemplary damages, including exemplary damages under RCW 19.86;
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E. an award of attorney fees and costs to the extent authorized by
Washington law, including the Washington Law Against Discrimination
and the Consumer Protection Act; and

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F. such other relief as the Court deems just and proper.
Dkt. #1-1 at 4, Prayer for Relief.

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ORDER
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On August 17, 2015, this Court remanded this matter back to King County Superior

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Court after finding that Defendant had failed to demonstrate by a preponderance of the

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evidence that the minimum amount in controversy requirement for subject matter jurisdiction

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had been met. Dkt. #24. The case was then closed. Id.

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On April 12, 2016, Defendant again removed the action to this Court. Dkt. #27.
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Defendant again alleged diversity jurisdiction as the basis of removal, but set forth new

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evidence of the requisite amount in controversy. Id. Removal was not challenged by Plaintiff,

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and the Court retained the case.

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On or about November 2, 2106, the parties notified the Court that they had reached a

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settlement agreement and asked the Court to enter its standard Order of Dismissal. Dkt. #37.
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The Court entered its standard Order and again closed the matter. Dkt. #37. However, the

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Court’s Order provided that “[i]n the event that the settlement is not perfected, any party may

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move to reopen the case, provided that such motion is filed within thirty (30) days of the date

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of this order.” Id.
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Just a few weeks later, on November 29, 2016, Plaintiff moved to reopen this case on

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the basis that the parties had not been able to perfect settlement. Dkt. #38. The motion was

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unopposed, and the Court re-opened the matter. Dkt. #40. The parties’ pending motions

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followed.

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III.

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DISCUSSION

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Defendant has moved this Court for an Order confirming the parties’ settlement

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agreement and enforcing the material terms therein. Dkt. #45. Settlement agreements are

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contracts which a federal court interprets by looking to the contract law of the state in which it

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ORDER
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sits. Jeff D. v. Andrus, 899 F.2d 753, 759 (9th Cir. 1990). To form a valid and enforceable

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contract in Washington, the parties must objectively manifest their mutual assent to the

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essential terms. Yakima Cnty. Fire Prot. Dist. No. 12 v. City of Yakima, 122 Wn.2d 371, 388,

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858 P.2d 245 (1993). A party manifests assent to an agreement when the reasonable meaning

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of a person’s words and acts, notwithstanding any subjective reservations or intent, indicates
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assent. City of Everett v. Sumstad’s Estate, 95 Wn.2d 853, 854, 631 P.2d 366 (1981). The

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stated terms must be complete and definite enough for the Court to ascertain their meaning and

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to fix the parties’ contractual liabilities. Keystone Land & Dev. Co. v. Xerox Corp., 152 Wn.2d

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171, 178, 94 P.3d 945 (2004). Parties can be bound by the agreement of their counsel even if

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the parties contemplated signing a more formal writing in the future. Loewi v. Long, 76 Wn.
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480, 484, 136 P. 673 (1913); Morris v. Maks, 69 Wash. App. 865, 850 P.2d 1357 (1993).

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In October and November of 2016, the parties engaged in a number of phone, email and

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letter negotiations regarding settlement. Dkt. #51, Exs. D-N.2 The Court has reviewed the

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correspondence between the parties.

Taking the evidence in the light most favorable to

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Plaintiff, the Court finds that counsel for the parties agreed to a specific monetary amount to be

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paid to Plaintiff to resolve her claims. Dkt. #51, Ex. F. Indeed, the correspondence evidences

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that the monetary amount of the settlement was the initial focus of the discussions. See Dkt.

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#51, Exs. C-F.

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It is also true that the parties generally agreed that any settlement would be reduced to a
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written document that would contain:
a confidentiality provision, release of all claims by Ms. Kaiser, a stipulation
of dismissal with prejudice of the action on the merits, without attorney’s

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These exhibits are largely duplicative of those offered by Defendant in support of its Motion
to Enforce. See Dkt. #49, Ex. A-E. For ease of reference, the Court cites to only one set of
Exhibits.

ORDER
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fees or costs to either party, and other such customary terms that are
included in settlement agreements.

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Dkt. #51, Ex. E. However, those terms were not discussed in detail until after the parties had
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agreed on the monetary amount. Indeed, on October 25, 2016, Plaintiff’s counsel conveyed

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that his client would accept the monetary payment, raised a question about securing a copy of

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Defendant’s new donation policy, and asked for a draft settlement agreement in writing. Id.,

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Ex. G. The discussion of the policy led to a dispute about confidentiality and what was

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expected of Plaintiff and any discussion of her claims as part of the settlement. Id., Exs. G-N.
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On this record, the Court finds that neither Plaintiff’s actions nor her words manifested

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any intent to accept the confidentiality agreement proposed by Defendant. Further, Defendant

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clearly has not accepted the proposed exception to the confidentiality agreement from Plaintiff.

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Id. Contrary to Defendant’s assertions, this situation is different from that discussed in Amini v.

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Bank of Am. Corp., 2014 U.S. Dist. LEXIS 56050, *6-11 (W.D. Wash. Apr. 7, 2000). In that
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case, the Court found that there was evidence the parties had agreed to six specific terms of

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settlement prior to reducing any agreement to writing, and the parties were therefore held to

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those terms. Likewise, this case is distinguishable from Kruger v. Credit Int’s Corp., 2012 U.S.

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Dist. LEXIS 60278 (W.D. Wash. Apr. 30, 2012). While the Court found that a binding
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contract occurred prior to any written draft of the agreement, the Court made such a

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determination on the basis that the evidence demonstrated no material terms were in dispute

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and the proposal at issue had specifically been discussed and assented to prior to the drafting of

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a written agreement. Kruger, 2012 U.S. Dist. LEXIS 60278 at *7-10. That is not the situation

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in the instant matter.
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ORDER
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IV.

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CONCLUSION

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Having reviewed the relevant pleadings, the declarations and exhibits attached thereto,

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and the remainder of the record, the Court concludes that no enforceable settlement agreement

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between the parties has been reached, and hereby ORDERS that Defendant’s Motion to

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Enforce (Dkt. #45) is DENIED.
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DATED this 24th day of February 2017.

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A

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RICARDO S. MARTINEZ
CHIEF UNITED STATES DISTRICT JUDGE

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ORDER
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