Pankaj Topiwala v. Kevin Wessell ( 2013 )

UNPUBLISHED
UNITED STATES COURT OF APPEALS
FOR THE FOURTH CIRCUIT
No. 12-2068
PANKAJ TOPIWALA; FASTVDO, LLC; PARAMOUNT INTERNATIONAL
HOLDING, LLC,
Plaintiffs - Appellees,
v.
KEVIN WILLIAM WESSELL; MATT MITCHELL, a/k/a Paul Matthew
Hesse; COMPANIES INCORPORATED,
Defendants - Appellants.
Appeal from the United States District Court for the District of
Maryland, at Baltimore. William D. Quarles, Jr., District
Judge. (1:11-cv-00543-WDQ)
Submitted: January 31, 2013 Decided: February 7, 2013
Before SHEDD and KEENAN, Circuit Judges, and HAMILTON, Senior
Circuit Judge.
Affirmed by unpublished per curiam opinion.
G. Marshall Hann, LAW OFFICE OF G. MARSHALL HANN, Valencia,
California; Mary T. Keating, LAW OFFICE OF MARY T. KEATING,
Baltimore, Maryland, for Appellants. William M. Krulak, Jr.,
MILES & STOCKBRIDGE P.C., Baltimore, Maryland, for Appellees.
Unpublished opinions are not binding precedent in this circuit.
PER CURIAM:
Kevin Wessell, Matt Mitchell, and Companies
Incorporated (collectively, “the Wessell parties”) appeal the
district court’s order summarily granting Pankaj Topiwala,
FastVDO, LLC, and Paramount International Holding, LLC’s
(collectively, “the Topiwala parties”) motion to enforce a
settlement agreement. Finding no reversible error, we affirm.
I.
The Topiwala parties filed suit against the Wessell
parties, claiming various causes of action based on the Wessell
parties’ allegedly fraudulent business practices. Following the
district court’s referral of the case to a magistrate judge for
settlement, the parties met with the magistrate judge for a
settlement conference. At the end of the conference, the
parties and their attorneys signed a written document entitled
“Settlement Terms.” The document consisted of seven paragraphs,
including provisions that the Wessell parties transfer to the
Topiwala parties several real properties free and clear of
encumbrances, that the Wessell parties pay the Topiwala parties
$600,000 then and $350,000 within thirty days, that the Topiwala
parties would release the Wessell parties upon full performance,
and that full releases and a mutual nondisparagement agreement
incorporating the agreed terms would follow.
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After the settlement conference, the district court
entered a settlement order pursuant to Local Rule 111, to which
none of the parties objected. Nonetheless, over the following
months, the parties were unable to consummate the settlement
agreement. Accordingly, the Topiwala parties moved to enforce
the settlement agreement.
The Wessell parties opposed the motion, primarily
contending that they never intended the “Settlement Terms”
document to be a binding settlement agreement, but also alleging
that they were rushed into signing the document and that their
agreement to two of the document’s terms was a “mistake.”
First, the Wessell parties explained that they were rushed at
the end of the settlement conference because they had a plane to
catch. Second, they explained: (1) that their agreement to pay
the Topiwala parties $350,000 within thirty days was a
“mistake,” because they contemplated using a certain deed of
trust to satisfy this obligation, believed at the time of the
settlement conference that the deed was worth $350,000, but
later discovered the deed was worth only $320,000; and (2) that
their agreement to transfer to the Topiwala parties certain
properties free and clear of encumbrances was a “mistake,”
because they believed at the time of the settlement conference
the properties to be free and clear, but later discovered a
possible $65,000 lien.
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The district court rejected the Wessel parties’
arguments, and summarily granted the Topiwala parties’ motion.
The court determined that there was no genuine dispute regarding
whether the parties had entered into a settlement agreement,
that the “Settlement Terms” document unambiguously evinced an
intent to be bound and contained sufficiently definite terms,
and that the Wessell parties’ “mistakes” were no excuse. On
appeal, the Wessell parties contend that the district court
erred in: (1) entering the Rule 111 order, (2) determining that
the parties had entered into an enforceable settlement
agreement, and (3) enforcing the settlement agreement without
holding a plenary hearing.
II.
A.
The Wessell parties first allege that the district
court erred in entering a settlement order pursuant to Local
Rule 111. Rule 111 of the Local Rules for the United States
District Court for the District of Maryland, entitled
“Settlement Orders,” provides that upon notification by counsel
that a case has been settled, the district court may enter an
order dismissing the case without prejudice. While the Wessel
parties contend that it was the magistrate judge who notified
the court of the parties’ settlement, the district court
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explicitly stated in its order that it received notification
from the Wessell parties. Accordingly, the district court did
not err in entering the Rule 111 order.
B.
The Wessell parties next contend that the district
court erred in determining that the parties had entered into an
enforceable settlement agreement. When considering a motion to
enforce a settlement agreement, the district court applies
standard contract principles. Bradley v. Am. Household Inc.,
378 F.3d 373, 380 (4th Cir. 2004). Under Maryland law, a
settlement agreement exists if the parties intended to be bound
and the agreement’s terms are sufficiently definite. See
Cochran v. Norkunas, 919 A.2d 700, 708 (Md. 2007). In
determining whether the parties intended to be bound, Maryland
law utilizes an objective approach. Id. at 709. Under this
approach, the court asks what a reasonably prudent person in the
parties’ position would have understood to be the meaning of the
agreement. Id. at 710. Where the language of the agreement is
unambiguous, Maryland’s objective approach requires the court to
give effect to the agreement’s plain meaning, and not to inquire
into what the parties may have subjectively intended. See id.
at 709. As for definiteness, the parties may be silent with
respect to relevant but nonessential terms, and this will not
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destroy a settlement agreement’s enforceability. See id. at
708.
A settlement agreement may be enforceable
notwithstanding the fact that it is not yet consummated. See
Hensley v. Alcon Labs., Inc., 277 F.3d 535, 542 (4th Cir. 2002)
(contrasting consummating a settlement agreement from reaching
one). Moreover, the fact that a party has “second thoughts”
about the agreement’s results does not render the agreement
unenforceable. Id. at 540.
We conclude that the district court did not err in
determining that the parties entered into a binding settlement
agreement. The “Settlement Terms” document unambiguously
evinces an intent to be bound, and contains sufficiently
definite terms. First, both the document’s title and its
contents would lead a reasonable person in the parties’ position
to believe that it was susceptible to only one meaning, as a
binding agreement to settle the case along the terms contained
therein. See Cochran, 919 A.2d at 710. Second, the document
contained all essential terms of the settlement, including
specific properties and sums of money to be transferred,
specific dates of transfers, a release, a warrantee, and a
nondisparagement agreement. While the Wessell parties
emphasized the absence of various terms — such as a venue
provision, a liquidated damages clause, and the precise timing
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of some transfers — the district court properly found that those
terms’ absence did not prevent enforceability, because such
terms were relevant, but nonessential. See id. at 708.
C.
Finally, the Wessell parties contend that the district
court abused its discretion in summarily granting the Topiwala
parties’ motion to enforce the settlement agreement. This court
reviews the district court’s findings of fact for clear error
and its determination to enforce a settlement agreement for
abuse of discretion. See Hensley, 277 F.3d at 541. The
district courts have inherent authority to enforce settlement
agreements. Id. at 540. However, to exercise this authority,
the district court must (1) find that the parties have reached a
complete agreement, and (2) be able to determine the agreement’s
terms and conditions. Id. at 540-41. In determining whether to
enforce a settlement agreement, if there is a substantial
factual dispute over either the agreement’s existence or its
terms, then the district court must hold a plenary evidentiary
hearing. Id. at 541 (citing Millner v. Norfolk & W. Ry. Co.,
643 F.2d 1005, 1009 (4th Cir. 1981)). If, however, a settlement
agreement exists and its terms and conditions can be determined,
as long as the excuse for nonperformance is comparatively
unsubstantial, the court may enforce the agreement summarily.
Id. at 540 (citing Millner, 643 F.2d at 1009).
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We conclude that the district court did not abuse its
discretion in summarily granting the Topiwala parties’ motion to
enforce the settlement agreement. Though the Wessell parties
challenged whether a settlement agreement existed, the district
court determined that there was no substantial factual dispute
with respect to the agreement’s existence, because the Wessell
parties’ claim that there was no “meeting of the minds” was
implausible. The claim was entirely unsubstantiated and plainly
pretextual. The parties drafted a written agreement entitled
“Settlement Terms,” signed the agreement, and represented to the
district court that they had reached a settlement agreement.
The Wessell parties’ alternative arguments against enforcement —
that they were rushed into the agreement because they had a
plane to catch, and that they mistakenly agreed to certain terms
that they later discovered would be more difficult to satisfy
than anticipated — expose their true motivations for avoiding
the agreement.
In light of these facts, there was no substantial
dispute regarding the agreement’s existence, or its terms. See
Hensley, 277 F.3d at 541 (citing Millner, 643 F.2d at 1009); cf.
Kukla v. Nat’l Distillers Prods. Co., 483 F.2d 619, 622 & n.1
(6th Cir. 1973) (substantial factual dispute existed concerning
oral agreement); Autera v. Robinson, 419 F.2d 1197, 1201 (D.C.
Cir. 1969) (substantial factual dispute existed concerning
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appellant’s ability to assent due to limited English language
skills and possible duress). Moreover, the Wessell parties’
“catch-a-plane” and “mistake” “excuses” are not merely
comparatively, but wholly unsubstantial. See Hensley, 277 F.3d
at 540 (citing Millner, 643 F.2d at 1009). Accordingly, the
district court did not err in summarily enforcing the settlement
agreement.
We therefore affirm the district court’s order. We
dispense with oral argument because the facts and legal
contentions are adequately presented in the materials before
this court and argument would not aid the decisional process.
AFFIRMED
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