United States District Court, W.D. Washington, Seattle
C. COUGHENOUR UNITED STATES DISTRICT JUDGE
matter comes before the Court on Defendant's motion to
enforce a settlement agreement between the parties (Dkt. No.
21). Having thoroughly considered the motion and the relevant
record, the Court finds oral argument unnecessary and hereby
GRANTS the motion for the reasons explained herein.
Court has set forth the underlying facts of this case in a
prior order and will not repeat them here. (See Dkt.
No. 15.) Since November 2018, the parties have discussed
settling this matter. (See Dkt. Nos. 22-1 at 2-21,
22-2 at 1-7, 24 at 2-3.) On August 20, 2019, Defendant sent
Plaintiff an email with an attached letter dated August 19,
2019, which set forth proposed settlement terms (the
“August 19 offer”). (See Dkt. No. 22-2 at 9-11.)
On August 30, 2019, Defendant sent Plaintiff another email
with an attached settlement release and hold harmless
agreement with space provided for Plaintiff's signature
(the “August 30 offer”). (See id. at
2-7.) On September 4, 2019, Plaintiff sent Defendant an email
which stated, “accepted please expect a teller check by
the end of tomorrow” (the “September 4
acceptance”). (Id. at 9.) The September 4
acceptance was sent in response to Defendant's August 20,
2019 email with the August 19 offer. (See id. at
9-11; Dkt. No. 22 at 2.)
September 6, 2019, Plaintiff sent defense counsel and email
asking, “Could you please advise me are we still in the
settlement process that you had offered on behalf of your
client? If not, I will go ahead place a stop payment request
to the check that I have sent out.” (Dkt. No. 22-2 at
14.) On September 7, 2019, Defendant emailed Plaintiff asking
that he “sign and return the attached settlement
agreement” and attaching a letter and a copy of the
August 30 offer. (See id. at 13, 15-19.)
Defendant's letter noted that it had received a check
from Plaintiff that appeared to satisfy his outstanding debt
to Defendant. (See id. at 15.)
that day, Plaintiff sent Defendant a revised version of the
August 30 offer via DocuSign. (See id. at 21-31.)
Defendant disagreed with Plaintiff's revisions, asserted
that Plaintiff had already agreed to the August 30 offer, and
again asked Plaintiff to execute the August 30 offer.
(See id. at 33-34.)
November 16, 2019, Defendant filed the instant motion. (Dkt.
No. 21.) Since Defendant's filing of the motion, the
parties have continued to discuss settling this case.
(See generally Dkt. Nos. 25, 25-1, 25-2.) In fact,
Plaintiff has provided Defendant unaltered copies of the
August 30 offer with his electronic signature and has
acknowledged that he was the person who signed the offers.
(See Dkt. No. 25-1 at 7-10, 15; 25-2 at 14.)
Defendant continues to pursue its motion because Plaintiff
has not provided an August 30 offer with his handwritten
signature. (See Dkt. No. 24 at 2.) Plaintiff has not
substantively responded to Defendant's
is well settled that a district court has the equitable power
to enforce summarily an agreement to settle a case pending
before it.” Callie v. Near, 829 F.2d 888, 890
(9th Cir. 1987) (collecting cases). “However, the
district court may enforce only complete settlement
agreements.” Id. “Where material facts
concerning the existence or terms of an agreement to settle
are in dispute, the parties must be allowed an evidentiary
Washington, “[s]ettlements are considered under the
common law of contracts.” Condon v. Condon,
298 P.3d 86, 92 (Wash. 2013). The formation of a contract
requires a meeting of the minds between the parties to the
contract. See Sea-Van Invs. Assocs. v. Hamilton, 881
P.2d 1035, 1038-39 (Wash. 1994); see also Blue Mt.
Constr. Co. v. Grant Cty. Sch. Dist. No. 150-204, 306
P.2d 209, 212 (Wash. 1957) (“The acceptance of an offer
is always required to be identical with the offer, or there
is no meeting of the minds and no contract.”). Whether
a meeting of the minds sufficient to create a contract exists
is generally a question of fact. Sea-Van Invs.
Assocs., 882 P.2d at 1039. “Where the parties have
not reached agreement, there is nothing for equity to
enforce.” Haire v. Patterson, 386 P.2d 953,
956 (Wash. 1963).
asserts that a valid and enforceable contract exists between
the parties following the September 4 acceptance, as
Plaintiff agreed to the material terms of the August 30 offer
and partially performed by fulfilling his payment
obligations. (See Dkt. Nos. 21 at 2-5; 22-2 at 4-7,
9.) But Plaintiff sent the September 4 acceptance in response
to the August 19 offer, which set forth materially different
terms than the August 30 offer. (See Dkt. No. 22-2
at 9-11.)Thus, it is unclear as to whether there was
a meeting of the minds between the parties as to the material
terms of the agreement. On this record, the Court cannot find
that there was a meeting of the minds on September 4
sufficient to create a contract this Court may enforce
pursuant to its equitable powers. See Sea-Van Invs.
Assocs., 882 P.2d at 1039; Haire, 386 P.2d at
there has been a meeting of the minds between the parties
subsequent to the September 4 acceptance: Plaintiff's
delivery to Defendant of the August 30 offer with his
electronic signature. (See, e.g., Dkt. No. 25-1 at
7-10.) Plaintiff has repeatedly affirmed in emails to
Defendant's counsel that Plaintiff was the one who
applied his electronic signature to the unaltered August 30
offers sent to Defendant. (See id. at 15; Dkt. No.
25-2 at 14.) As Plaintiff has provided his electronic
signature to the August 30 offer without proposed revisions,
Plaintiff's acceptance mirrors Defendant's offer and
there has been a meeting of the minds between the parties.
See Sea-Van Invs. Assocs., 881 P.2d at 1038-39;
Blue Mt. Constr. Co., 306 P.2d at 212;
(compare Dkt. No. 22-2 at 4-7, with Dkt.
No. 25-1 at 7-10). As no material questions of fact remain
outstanding, the ...