United States District Court, W.D. Washington
Honorable Richard A. Jones United States District Judge
matter comes before the Court on Plaintiff's Motion to
Enforce Settlement Agreement and Reset Case Deadlines. Dkt. #
32. Defendant opposes the Motion. Dkt. # 35. For the reasons
that follow, the Court GRANTS the Motion.
lawsuit arises from the parties' dispute over
Plaintiff's consulting agreement with Defendant, the
facts of which are familiar to the parties. See Dkt.
# 30 (Order on Motion for Summary Judgment).
April 2017, the parties engaged in settlement negotiations to
effectively and efficiently resolve the dispute. Plaintiff
argues that a settlement was reached in early June 2017.
Defendant counters that it did not agree to settle the matter
and wishes to proceed with the litigation. Plaintiff is now
before the Court seeking enforcement of the alleged
settlement agreement reached in June 2017.
Court has plenary power to enforce agreements to settle
litigation pending before it. City Equities Anaheim v.
Lincoln Plaza Dev. Co. (In re City Equities Anaheim,
Ltd.), 22 F.3d 954, 957 (9th Cir. 1994). A settlement
agreement is a contract and thus, this Court relies on
Washington contract law to determine whether an enforceable
settlement agreement exists. Jeff D. v. Andrus, 899
F.2d 753, 759 (9th Cir.1989). To be bound by an agreement,
the parties must objectively manifest their mutual assent to
the essential terms. Yakima Cnty. Fire Prot. Dist. No. 12
v. City of Yakima, 858 P.2d 245, 255 (Wash. 1993). A
party manifests assent to an agreement when the reasonable
meaning of a person's words and acts, notwithstanding any
subjective reservations of intent, indicates assent. City
of Everett v. Sumstad's Estate, 631 P.2d 366, 367
(Wash. 1981). The stated terms must be complete and definite
enough for the Court to ascertain their meaning and to fix
the parties' contractual liabilities. Keystone Land
& Dev. Co. v. Xerox Corp., 94 P.3d 945, 949 (Wash.
2004). Under Washington law, a contract is binding on the
parties when the intention of the parties is plain and the
parties or their counsel agree on the terms of the contract
even if one or both parties contemplated signing a more
formal writing in the future. Veith v. Xterra Wetsuits,
L.L.C., 183 P.3d 334, 337 (Wash.Ct.App. 2008);
Morris v. Maks, 850 P.2d 1357, 1359 (Wash.Ct.App.
contends that a binding settlement was agreed to on June 8,
2017 when he accepted Defendant's offer. Dkt. ## 32, 33-8
at 2. The Court agrees.
April 19, 2017, Plaintiff sent a settlement offer to
Defendant. Dkt. # 33-2 at 2. Defendant rejected the offer but
submitted a counteroffer. Dkt. # 33-3 at 2. Plaintiff
declined the counteroffer. Dkt. # 33-4.
2017, the parties continued to negotiate a settlement. On May
31, 2017, Defendant provided Plaintiff with a final offer to
settle the matter. Dkt. # 33-7. The offer stated that it
would expire on Friday, June 2, 2017. Id. Plaintiff
again countered the offer, but, on June 7, 2017, Defendant
stated that it would keep “its offer at $150, 000 to
settle this case with Mr. Falcone, which will expire
tomorrow.” Dkt. # 33-8. On June 8, 2017, Plaintiff
accepted Defendant's offer. Dkt. # 33-8 at 2 (“Don
Falcone has authorized me to accept AltaRock's settlement
offer of $150, 000.”). Defendant's counsel
acknowledged receipt of Plaintiff's acceptance.
sent a draft settlement agreement to Defendant's counsel.
The draft agreement included robust claim release language,
and memorialized the parties' agreement that Plaintiff
would dismiss his lawsuit in exchange for $150, 000. Dkt. #
33-9. Defendant did not respond with objections to the draft
language. On June 19, 2017, Defendant's counsel informed
Plaintiff that she was “waiting on an understanding of
how soon the funds can be released after the agreement is
executed. As soon as I can confirm that, we will have a draft
back to you.” Dkt. # 33-11.
on the settlement agreement, the parties missed several of
the Court's pretrial deadlines. Dkt. # 32 at 5. On June
23, 2017, Defendant “made the decision to proceed with
litigation” and ...