Royer, R. v. UNUM Life Insurance ( 2021 )

J-A01002-21
NON-PRECEDENTIAL DECISION - SEE SUPERIOR COURT I.O.P. 65.37
RUTH S. ROYER : IN THE SUPERIOR COURT OF
: PENNSYLVANIA
Appellant :
:
:
v. :
:
:
UNUM LIFE INSURANCE COMPANY : No. 442 EDA 2020
OF AMERICA AND NEUMANN :
UNIVERSITY :
Appeal from the Order Entered January 9, 2020
In the Court of Common Pleas of Philadelphia County Civil Division at
No(s): No. 190509005
BEFORE: BENDER, P.J.E., OLSON, J., and STRASSBURGER, J.*
:MEMORANDUM BY BENDER, P.J.E.: FILED: APRIL 16, 2021
Appellant, Ruth S. Royer, appeals from the trial court’s January 9, 2020
order denying her petition to re-instate her case to active status and granting
Appellee’s, UNUM Life Insurance Company of America (“UNUM”), cross-motion
to enforce the agreed-upon settlement. We affirm in part and reverse in part.
The trial court summarized the relevant factual and procedural
background as follows:1
____________________________________________
*
Retired Senior Judge assigned to the Superior Court.
1
Though not pertinent to the issues presented to us on appeal, Ms. Royer
explains that:
This matter arises from an action for breach of contract, insurance
bad faith[,] and unjust enrichment brought by [Ms. Royer,] a
disability insurance policyholder[,] against her long-term disability
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On August 13, 2019, [Ms. Royer] and [Appellees, UNUM and
Neumann, all acting through their respective attorneys,] orally
agreed to a settlement over the phone. [UNUM] confirmed in
writing the essential terms of their August 13, 2019 settlement
agreement[,] which included: (1) the settlement amount; (2) “a
general release globally, including any and all claims against
[UNUM] and Neumann[”;] (3) a confidentiality provision; and (4)
a clause related to tax issues.
On August 21, 2019, [UNUM] emailed the written settlement
agreement and release to [Ms. Royer]. On August 27, 2019,
[UNUM] emailed [Ms. Royer] and suggested that [Ms. Royer]
request the trial court to cancel the upcoming case management
conference[,] to which [Ms. Royer] replied, “No problem.” On
August 28, 2019, [Ms. Royer] filed a letter with the trial court
requesting “that [the] [c]ase [m]anagement [c]onference be
cancel[l]ed while [the parties] finalize the resolution of the claim”
because “the parties have reached an amicable resolution.” At
[Ms. Royer’s] request, the trial court cancel[l]ed the case
management conference. On August 28 and 29, 2019, the parties
made additional changes to the written settlement agreement. 2
On August 29, 2019, after making these changes, [UNUM]
emailed the revised written settlement agreement to [Ms. Royer]
for [her] to sign.
2
Although it is unclear as to what “additional questions and
issues” were discussed over the phone, the essential
elements of the settlement agreement were agreed to
during the August 13, 2019 phone call between counsel.
On September 12, 2019, [Ms. Royer] raised — for the first time
— an additional issue regarding the method of disbursement of
the settlement funds, specifically: (1) whether UNUM is “willing to
fund a structured settlement and sign all the appropriate
____________________________________________
insurance carrier[, UNUM]. In addition to UNUM, [Ms.] Royer has
sued her former employer[ — Appellee,] Neumann University[
(“Neumann”) —] for its role in failing to properly oversee the
provision of a contractually[-]mandated benefit to her pursuant to
their employment relationship.
Ms. Royer’s Brief at 5 (internal citations omitted).
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documentation (specifically a Non-Qualified Assignment
Document)?” and (2) whether UNUM is “willing to work with a
Barbados[-]domiciled assignment company?” [UNUM] replied,
“[M]y client can make a check payable to whomever your client
instructs. Beyond that[,] it is up to her to make whatever
arrangement she wishes.”[2]
On November 5, 2019, [Ms. Royer] filed a [p]etition to [r]e-
[i]nstate this [m]atter to [a]ctive [s]tatus…. On November 19,
2019, [UNUM] filed an answer in opposition to the [p]etition as
well as [a c]ross-[m]otion to [e]nforce [the settlement
agreement].[3] On January [9], 20[20], the trial court denied [Ms.
Royer’s p]etition and granted [UNUM’s c]ross-[m]otion to
[e]nforce [the s]ettlement [a]greement….
Trial Court Opinion (“TCO”), 3/16/20, at 1-3 (some brackets added; internal
citations and footnote omitted).
In the trial court’s January 9, 2020 order denying Ms. Royer’s petition
and granting UNUM’s cross-motion to enforce, the trial court additionally
stated that:
The [c]ourt deems the August 29, 2019 Settlement Agreement
effective and enforceable. [Ms. Royer] shall sign the August 29,
2019 Settlement Agreement within 10 days from the date of entry
of this order. If [Ms. Royer] fails to sign the August 29, 2019
Settlement Agreement within 10 days from the date of entry of
this order, then upon [UNUM’s] payment of the funds referenced
in the August 29, 2019 Settlement Agreement into the [c]ourt’s
escrow account, the Office of Judicial Records shall mark the case
settled, discontinued, and ended. Any escrow funds shall be
released only by further application to the [c]ourt.
____________________________________________
2
We also note that, on September 13, 2019, the trial court entered on the
docket a “Trial Work Sheet[,]” which indicated that the case was “[s]ettled
prior to assignment for trial[.]” Trial Work Sheet, 9/13/19, at 1.
3
The docket also notes that a hearing on Ms. Royer’s petition occurred on
January 2, 2020.
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Order, 1/9/20, at 1 (unnumbered; single page).4
In reaching its decision to enforce the settlement agreement, the trial
court reasoned that, “during the[ parties’] August 13, 2019 phone call, [they]
agreed on the essential terms of the settlement agreement[,] including[:] (1)
the settlement amount, (2) release of claims ‘globally, all claims against
[UNUM] and against Neumann…,’ (3) a confidentiality provision, and (4) a
clause related to tax issues.” TCO at 3. It also determined that “the parties
intended those essential terms to be binding[,]” noting that their actions
between August 13, 2019 and August 29, 2019 “confirmed that they had
reached a final settlement of [Ms. Royer’s] claims and agreed to be bound by
that settlement agreement.” Id. at 3, 4. In addition, the trial court discerned
that “[t]he fact that [Ms. Royer] may have later changed her mind or desired
to revoke her acceptance of the essential terms of the settlement agreement
is ineffective to invalidate the parties’ settlement agreement.” Id. (citation
omitted).
On January 19, 2020, Ms. Royer filed a timely notice of appeal from the
trial court’s January 9, 2020 order. The trial court did not order her to file a
Pa.R.A.P. 1925(b) concise statement of errors complained of on appeal, and
she did not do so. The trial court subsequently issued a Rule 1925(a) opinion.
Presently, Ms. Royer raises three issues for our review:
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4
The docket reflects that UNUM deposited funds into the court’s escrow
account on February 6, 2020.
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[1.] Did the trial court commit an error of law by granting UNUM’s
cross[-]motion to enforce [the] settlement agreement where
there was no dispute that the oral settlement agreement was
conditioned on the signing of a formal release agreement, and
UNUM expressly indicated after the oral settlement agreement
was reached that it would not pay the proceeds without receiving
a signed release agreement?
[2.] Did the trial court commit an error of law by granting UNUM’s
cross[-]motion to enforce [the] settlement agreement where the
manner in which the settlement proceeds were to be paid was an
open consideration that the parties continued to negotiate after
the oral settlement agreement was reached?
[3.] Did the trial court commit an error of law when it ordered
[Ms.] Royer to sign a release agreement that contains terms and
conditions objected to and not set forth within the scope of the
oral settlement agreement?
Ms. Royer’s Brief at 4.
First Issue
In Ms. Royer’s first issue, she argues that the trial court erred by
granting UNUM’s cross-motion to enforce the settlement agreement because
“there was no dispute that the oral settlement agreement was conditioned on
the signing of a formal release agreement, and UNUM expressly indicated after
the oral settlement agreement was reached that it would not pay the proceeds
without receiving a signed release agreement.” Id. at 20 (emphasis omitted).
We disagree with Ms. Royer that the trial court erred in this regard.
To begin, this Court has explained that:
The enforceability of settlement agreements is determined
according to principles of contract law. Because contract
interpretation is a question of law, this Court is not bound
by the trial court’s interpretation. Our standard of review
over questions of law is de novo and to the extent
necessary, the scope of our review is plenary as [the
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appellate] court may review the entire record in making its
decision.
Ragnar Benson, Inc. v. Hempfield Township Mun. Auth., 916
A.2d 1183, 1188 (Pa. Super. 2007) (citations and quotation marks
omitted). With respect to factual conclusions, we may reverse the
trial court only if its findings of fact are predicated on an error of
law or are unsupported by competent evidence in the record.
Skurnowicz v. Lucci, 798 A.2d 788, 793 (Pa. Super. 2002)
(citation omitted).
The law of this Commonwealth establishes that an agreement to
settle legal disputes between parties is favored. Compu Forms
Control Inc. v. Altus Group Inc., … 574 A.2d 618, 624 ([Pa.
Super.] 1990). There is a strong judicial policy in favor of
voluntarily settling lawsuits because it reduces the burden on the
courts and expedites the transfer of money into the hands of a
complainant. Felix v. Giuseppe Kitchens & Baths, Inc., 848
A.2d 943, 946 (Pa. Super. 2004). If courts were called on to re-
evaluate settlement agreements, the judicial policies favoring
settlements would be deemed useless. Greentree Cinemas Inc.
v. Hakim, … 432 A.2d 1039, 1041 ([Pa. Super.] 1981).
Settlement agreements are enforced according to principles of
contract law. Pulcinello v. Consolidated Rail Corp., 784 A.2d
122, 124 (Pa. Super. 2001), appeal denied, … 796 A.2d 984 ([Pa.]
2002). “There is an offer (the settlement figure), acceptance, and
consideration (in exchange for the plaintiff terminating his lawsuit,
the defendant will pay the plaintiff the agreed[-]upon sum).”
Muhammad v. Strassburger, McKenna, Messer, Shilobod
and Gutnick, … 587 A.2d 1346, 1349 [(Pa. 1991)], cert. denied,
502 U.S. 867 … (1991).
Where a settlement agreement contains all of the requisites for a
valid contract, a court must enforce the terms of the agreement.
McDonnell v. Ford Motor Co., … 643 A.2d 1102, 1105 ([Pa.
Super.] 1994), appeal denied, … 652 A.2d 1324 ([Pa.] 1994). This
is true even if the terms of the agreement are not yet formalized
in writing. Mazzella v. Koken, … 739 A.2d 531 536 ([Pa.] 1999);
see Commerce Bank/Pennsylvania v. First Union Nat. Bank,
911 A.2d 133, 147 (Pa. Super. 2006) (stating “an agreement is
binding if the parties come to a meeting of the minds on all
essential terms, even if they expect the agreement to be reduced
to writing but that formality does not take place[]”). Pursuant to
well-settled Pennsylvania law, oral agreements to settle are
enforceable without a writing. Pulcinello, supra (citing
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Kazanjian v. New England Petroleum Corp., … 480 A.2d 1153,
1157 ([Pa. Super.] 1984)). An offeree’s power to accept is
terminated by (1) a counter-offer by the offeree; (2) a lapse of
time; (3) a revocation by the offeror; or (4) death or incapacity of
either party. See First Home Savings Bank, FSB v. Nernberg,
… 648 A.2d 9, 15 ([Pa. Super.] 1994) (citing Restatement
(Second) of Contracts § 36 (1981)), appeal denied, … 657 A.2d
491 ([Pa.] 1995). However, “[o]nce the offeree has exercised his
power to create a contract by accepting the offer, a purported
revocation is ineffective as such.” Restatement (Second) of
Contracts § 42, Comment c. (1981).
Mastroni-Mucker v. Allstate Ins. Co., 976 A.2d 510, 517-18 (Pa. Super.
2009).
Ms. Royer claims that “[t]he August 13, 2019 oral settlement agreement
is not binding as a matter of law because there is no dispute that settlement
was conditioned on the signing of a formal release.” Ms. Royer’s Brief at 20.
Specifically, she says that UNUM conceded in its response to her petition that
(1) it “will not pay the proposed settlement without receiving a signed release
agreement and the return of the original policies of insurance,” and (2) that
“[a]ll parties were aware at the time of the oral settlement that a formal
settlement agreement and release would be executed.” Id.; see also id. at
21-22. She also asserts that the August 13, 2019 oral settlement agreement
is not binding because “UNUM’s proposed release agreement contains six …
pages of text that includes topics not discussed at the time of the August 13,
2019 telephone call and not referenced within the six … line follow-up email,
including: damages in the event of a breach of confidentiality, indemnification
and hold harmless terms and conditions, acknowledgement of return of
certificates of coverage, and non-disparagement.” Id. at 22-23 (citation
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omitted). Ms. Royer states that, “[i]n light of this evidence[,] the trial court
erred by failing to find that settlement was conditioned on the signing of a
formal release.” Id. at 23.
We reject Ms. Royer’s contention that the parties’ settlement was
conditioned on the signing of a formal release. Regarding oral settlement
agreements, this Court has stated:
Where the parties have agreed on the essential terms of a
contract, the fact that they intend to formalize their
agreement in writing but have not yet done so does not
prevent enforcement of such agreement. Even the inability
of the parties to an oral agreement to reduce such
agreement to writing after several attempts does not
necessarily preclude a finding that the oral agreement was
enforceable.
When there exists conflicting evidence as to whether the
parties intended that a particular writing would constitute a
complete expression of their agreement, the parties’ intent
is a question to be resolved by the finder of fact[.] We will
not reverse such finding unless it is unsupported by the
evidence, or unless the fact finder has clearly abused its
discretion or committed an error of law. In reviewing such
finding, we are mindful that it is understandable that when,
after a prolonged period of negotiations, parties appear to
reach agreement on the essential terms of an important
transaction, one of them might believe that a contract had
been made. However, before preliminary negotiations ripen
into contractual obligations, there must be manifested
mutual assent to the terms of a bargain.
If all of the material terms of a bargain are agreed upon, the
settlement agreement will be enforced. If, however, there
exist ambiguities and undetermined matters which render a
settlement agreement impossible to understand and
enforce, such an agreement must be set aside.
“As a general rule, signatures are not required unless such signing
is expressly required by law or by the intent of the parties.”
Shovel Transfer & Storage, Inc. v. Pennsylvania Liquor
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Control Bd., … 739 A.2d 133, 136 ([Pa.] 1999). For instance, in
Franklin Interiors v. Wall of Fame Management Co., … 511
A.2d 761 ([Pa.] 1986), the contract at issue expressly stated that
“this document does not become a contract until approved by an
officer of Franklin Interiors.” Id. at 762. Our Supreme Court held
that the contract was not enforceable because there was no
evidence that an officer of Franklin Interiors ever approved or
signed the contract. Id.; see also InfoComp, Inc. v. Electra
Prods., 109 F.3d 902 ([3d Cir.] 1997) (alleged agreement was
unenforceable when it stated that it would not be deemed
“accepted” until it was signed by an authorized officer or manager,
and no signature was ever forthcoming).
In contrast, in Shovel Transfer, the parties agreed to all material
terms of a contract and apparently intended to sign the contract,
but one of the parties ultimately refused to sign it. Our Supreme
Court held that the agreement was enforceable, even in the
absence of all signatures, because the parties did not expressly
intend the agreement to be conditioned on signatures. Shovel
Transfer, 739 A.2d at 138-[]39.
Commerce Bank/Pennsylvania v. First Union Nat. Bank, 911 A.2d 133,
145-46 (Pa. Super. 2006) (some citations and footnote omitted).
As Appellees point out, “UNUM’s counsel’s email memorializing the
conversation that led to settlement did not include a term that expressly
required a signed settlement agreement and release as a precondition to
forming a contract.” Appellees’ Brief at 16 (emphasis in original; citations
omitted).5 They also observe that Ms. Royer “clearly manifested her assent
to the oral contract by her conduct — informing the court that the matter was
amicably resolved.” Id. (citation omitted). Appellees detail that:
General principles of contract interpretation govern whether
litigants entered into a binding settlement agreement. The
elements necessary to give rise to an enforceable contract are an
offer, an acceptance, and consideration. The August 13, 2019
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5
UNUM and Neumann filed a joint brief.
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Settlement Agreement contains each element. … In turn, [Ms.]
Royer would not pursue her lawsuit further. By email sent on the
same day as the phone call, U[NUM]’s counsel memorialized the
agreement and stated his intent to reduce the agreement to a
writing. [Ms.] Royer did not object to U[NUM]’s counsel’s recital
of the terms or ask for any additions or clarifications. [UNUM’s]
counsel then drafted a settlement agreement and release and
provided it to [Ms.] Royer’s counsel on August 21, 2019.
These facts demonstrate that the [p]arties agreed to all material
terms to settle this case. Those terms, as they are required to be,
were reasonably certain so that they provide a basis for
determining the existence of a breach and for giving an
appropriate remedy. That is all that is required to form a contract.
Furthermore, [Ms.] Royer manifested her assent to the agreement
when her counsel represented to the [c]ourt that the [p]arties had
reached an agreement. As the deadline for the [p]arties to submit
their [c]ourt-mandated case management memoranda
approached, [Ms.] Royer’s counsel had had an opportunity to read
and review U[NUM’s] counsel’s email memorializing the material
elements of their agreement and the proposed settlement and
release. With that information at hand, [Ms.] Royer’s counsel
responded, “No Problem[,]” and offered to write the letter
informing the [c]ourt … about the settlement. And he did. The
next day, [Ms.] Royer’s counsel represented to the [c]ourt, “the
parties have reached an amicable resolution….” Relying on that
representation, the [c]ourt cancelled the conference[,] and on
September 13, 2019[,] docketed a Trial Work[ S]heet that
reflected the [p]arties’ settlement.
Id. at 10-12 (internal citations and emphasis omitted).
Moreover, regarding the concessions Ms. Royer purports UNUM made
and the additional terms contained in the proposed release, Appellees
persuasively respond that:
To undermine the viability of the agreement, [Ms.] Royer contends
U[NUM] conceded in its [r]esponse to [Ms.] Royer’s [p]etition to
[r]e-open that “U[NUM] submitted a proposed agreement to [Ms.
Royer] that specifically requires the receipt of a fully[-]executed
copy of the release agreement and the return of the original
policies of insurance issued by U[NUM] before U[NUM] will pay the
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settlement amount.” However, U[NUM] denied that allegation as
stated. Further, U[NUM] set forth the terms o[f] the [a]greement
earlier in its response and never stated that a signed release was
required to settle this matter.[6]
Similarly, the fact that U[NUM’s] proposed release included
additional terms such as a non-disparagement clause or
acknowledgments of return of certificates of coverage does not
defeat the agreement that the [p]arties reached. To form a valid
contract, the parties must agree to all material terms. The fact
that contracting parties leave additional non-essential terms for a
later date does not destroy the viability of the contract. Because
Pennsylvania law recognizes that the parties may have some Is to
dot and Ts to cross when they reach an oral settlement,
Pennsylvania does not require each non-material term to be
agreed to at the time the oral contract is formed.
Id. at 16-17 (internal citations omitted). We concur with Appellees. The
parties agreed to the essential terms of the settlement agreement on August
13, 2019. The fact that the parties intended to formalize those terms in a
writing does not mean that the settlement was conditioned on the signing of
a formal release and agreement. Moreover, there is sufficient evidence
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6
See, e.g., UNUM’s Response to Ms. Royer’s Petition to Re-instate the Matter
to Active Status and Cross-Motion to Enforce the Agreed-Upon Settlement,
11/19/19, at ¶ 5 (“On August 13th, the parties reached a settlement of this
case. … The parties specifically discussed and agreed to the following terms:
1) U[NUM] would pay [Ms. Royer] the amount proposed … at mediation; 2)
[Ms. Royer] would release all claims against U[NUM] and Neumann[]; 3),
confidentiality; and 4) U[NUM] was making no representations as to tax
consequences.”); id. at ¶ 9 (“On August 13th, [c]ounsel for [Ms. Royer] and
[c]ounsel for U[NUM] agreed to the terms, outlined in Paragraph 5 of this
[m]otion — settlement amount, scope of release and parties released,
confidentiality, and no representations by U[NUM] as to tax consequences.
[Ms. Royer] raised no issue on August 13, 2019 about wanting to have a side
agreement for payments over time with a foreign financing company; indeed
that would have been contrary to the agreed[-]upon term that U[NUM] was
making no representations as to tax consequences. There were no terms or
conditions discussed but left open for later discussion.”).
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supporting that Ms. Royer intended to be bound by the August 13, 2019 oral
agreement, namely, by representing to the trial court that the parties had
“reached an amicable resolution….” See Petition to Re-Instate to Active
Status, 11/5/19, at Exhibit A. Thus, no relief is due on this basis.
Second Issue
In Ms. Royer’s second issue, she avers that the trial court erred by
granting UNUM’s cross-motion to enforce the settlement agreement “where
the manner in which the settlement proceeds were to be paid was an open
consideration that the parties continued to negotiate after the oral settlement
agreement was reached.” Ms. Royer’s Brief at 29 (emphasis omitted). Ms.
Royer says that, “[i]n addition to the requirement of a formal settlement
agreement being reached, there were ambiguities in the informal settlement
agreement in the nature of how the settlement funds were to be paid.” Id.
She states that “[t]he ability to place the settlement proceeds in a settlement
structure is a material term of settlement to [her,]” and insists that “UNUM
was aware of this ambiguity since the oral settlement was reached as there
are numerous references in the communications between counsel as to how
the proceeds should be paid.” Id. at 29, 30. Therefore, Ms. Royer asserts
that, because of this ambiguity, the “parties never agreed to terms essential
to the formation of a binding agreement.” Id. at 34.
Appellees counter that,
[n]ow, [Ms.] Royer claims the “ability to place the settlement
proceeds in a settlement structure is a material term of settlement
to [her].” [Ms.] Royer might feel that way now, but it was not
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until a month after the [p]arties reached a settlement agreement
that [Ms.] Royer’s counsel[,] at her settlement structure agent’s
request[,] raised the issue with U[NUM]’s counsel: “To help my
client choose the best product for her, the settlement structure
agent we are working with at Sage Settlements has asked me to
pose the following questions to U[NUM]….” Because [Ms.] Royer
accepted the offer made by U[NUM] and Neumann, she cannot
revoke that acceptance by later demanding new terms. But that
is exactly what [Ms.] Royer has asked this Court to find.
In [her] brief, [Ms.] Royer asserts that her counsel first advised
U[NUM] that she wanted to structure the settlement proceeds on
August 29, 2019. U[NUM] and Neumann dispute this contention.
[Ms.] Royer first attempted to inject new terms two weeks later
on September 12, 2019[,] when her counsel emailed U[NUM]’s
counsel regarding the disbursement of funds, specifically whether
U[NUM] would fund a structured settlement and sign the
necessary documents as well as whether it would work with a
Barbados-domiciled assignment company. But here the dates do
not matter. Even if [Ms.] Royer is correct, she was too late.
As [the trial court] correctly found, the [p]arties reached their
agreement on August 13, 2019. This was still more than two
weeks before [Ms.] Royer now claims to have first mentioned the
new terms. [Ms.] Royer’s counsel’s representation to the [c]ourt
that the [p]arties [had] settled occurred on August 28, 20[19], a
day before [Ms.] Royer purportedly mentioned the new terms. At
that point, the [c]ontract had already been formed.
[Ms.] Royer also points to the fact that U[NUM]’s willingness to
issue two settlement checks or to add whatever payee [Ms.] Royer
instructs somehow evidences that there was an ambiguity that
prevented the formation of the contract. It does not. Rather,
U[NUM] stood ready on August 13th to pay who ever [Ms.] Royer
instructed [it] to pay. That U[NUM] was willing to make the check
payable as instructed does not mean it was willing to sign
additional agreements and paperwork to facilitate a structured
settlement. If that was a material term to [Ms.] Royer, she
needed to bring it up at the time the agreement was reached and
not weeks later.
Appellees’ Brief at 12-14 (internal citations and footnote omitted).
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We find Appellees’ analysis persuasive. We also find distinguishable the
case Ms. Royer relies on in support of her argument, Krebs v. United
Refining Co. of Pennsylvania, 893 A.2d 776 (Pa. Super. 2006). In Krebs,
this Court determined that the parties never reached a meeting of the minds,
as “the extent of the release to be given in exchange for a settlement figure
was never agreed upon[.]” Id. at 785. Furthermore, in that case, “the parties
had explicitly agreed that the settlement must be in writing to be
enforceable[,]” and had failed to complete a written settlement agreement.
Id. Here, in contrast, the parties agreed to a global release for a certain
amount of money and did not expressly require the settlement agreement to
be in writing to be effective. And, further, as Appellees discuss supra, the
evidence supports that Ms. Royer did not raise the issue of settlement
structure until weeks after the oral agreement had been reached, which
undermines her argument that settlement structure was a material term of
the agreement. Accordingly, Ms. Royer’s second issue is meritless.
Third Issue
In Ms. Royer’s third issue, she claims that the trial court erred “when it
ordered [Ms.] Royer to sign a release agreement that contains terms and
conditions objected to and not set forth within the scope of the oral settlement
agreement.” Ms. Royer’s Brief at 35 (emphasis omitted). Specifically, she
says that “UNUM’s proposed release contains terms and conditions that were
not part of the oral settlement agreement such as damages in the event of a
breach of confidentiality, indemnification and hold harmless terms and
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conditions, acknowledgment of return of certificates of coverage, and non-
disparagement.” Id. at 37.7
In support of this argument, Ms. Royer directs our attention to Wolf v.
Consolidated Rail Corp., 840 A.2d 1004 (Pa. Super. 2003). In Wolf, Wolf
filed a complaint against his employer, seeking damages for injuries resulting
from his employment. Id. at 1005. After jury selection but prior to the start
of trial, the parties entered into an oral settlement agreement placed on the
record before the trial judge, which addressed only the amounts and schedule
of compensation that Wolf would receive from an annuity that provides
periodic payments to Wolf. Id. The settlement agreement was “silent as to
the execution or terms of any release.” Id. at 1005-06. The employer
subsequently sent a release to Wolf, which he refused to sign. Id. at 1006.
The employer filed a motion to enforce the settlement, and the trial court
granted it and dismissed the case with prejudice. Id. In granting the
employer’s motion to enforce the settlement, the trial court directed Wolf to
execute the release. Id. Wolf filed a timely appeal, complaining that the trial
court erred in instructing him to execute the release, which discharged the
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7
Appellees’ contend that Ms. Royer waived this issue by failing to raise it
before the trial court. See Appellees’ Brief at 20-21. However, we deem it
sufficiently preserved for our review. Ms. Royer argued below that the trial
court “cannot force [her] to sign UNUM’s proposed release” as it “contains
terms and conditions that were not part of the oral settlement agreement” in
her memorandum in support of her petition to re-instate the case to active
status. Ms. Royer’s Memorandum of Law in Support of the Petition to Re-
Instate Case to Active Status, 11/5/19, at 20, 21 (unnecessary capitalization
and emphasis omitted); see also Ms. Royer’s Reply Brief at 1 (arguing that
she preserved this issue below).
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employer “from liability for all claims ‘known and unknown,’ whether related
to the present injury or not[,]” and from “financial responsibility in the event
that the issuer of the annuity is unable or unwilling to satisfy the terms of the
settlement agreement.” Id. Upon review, this Court affirmed in part and
reversed in part, explaining:
In this case, though Wolf refused to sign the release tendered by
[his employer], it was not because he had changed his mind about
the amount of money he had agreed to accept. Instead, Wolf
balked at signing the release because [his employer] sought to
make the in-court settlement agreement hinge upon the execution
of a release that contained terms that were not a part of that
agreement. Such a result flies in the face of basic contract law.
See Johnston v. Johnston, … 499 A.2d 1074, 1078 ([Pa. Super.]
1985) (trial court could not compel parties to sign written contract
that contained terms not included in settlement agreement placed
on the record during trial).
The trial court correctly determined that the verbal settlement
agreement as to amount was proper and enforceable on its own
terms, despite the absence of a formality such as a release.
However, the court erred when it directed Wolf to sign the
proffered release. If [his employer] wanted additional conditions
on its agreement to settle — such as [Wolf’s] signature on a broad
general release — it should have made those terms explicit at the
time it entered into the settlement agreement. As we stated in
Pulcinello…:
Here we find the settlement agreement entered into by the
parties expressed the intention to settle the case and was
valid and binding despite the absence of any writing or
formality. The signing of the release was not made a
condition of the settlement and the tender of a release did
not reopen the agreement or make its execution a condition
to the settlement itself. Thus we find the agreement
entered into by the parties to be final and binding despite
the absence of the written, signed release.
Pulcinello, [784 A.2d] at 125. Here, the agreement entered on
the record is indeed enforceable; the release terms, however,
were not made part of that agreement.
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Pulcinello does not stand for the proposition that a settling
plaintiff who has agreed to an amount and terms of payment,
must also agree to terms of a release he never had the opportunity
to negotiate. The court in Pulcinello simply decided that once a
plaintiff agrees to settle a case for a certain amount, he cannot
change his mind about that settlement amount and thus refuse to
sign a release. Though we agree with the trial court that the
settlement agreement in this case is enforceable, we hold the trial
court erred when it ordered [Wolf] to sign a release, the terms of
which he did not approve.
Wolf, 840 A.2d at 1007 (internal citation omitted; emphasis in original).
Like the trial court in Wolf, Ms. Royer claims that the trial court in the
case sub judice erred in forcing her to sign UNUM’s release because it contains
terms and conditions that were not part of the oral settlement agreement.
Based on the rationale of Wolf, we agree with Ms. Royer. The trial court could
enforce the August 13, 2019 oral settlement agreement between the parties;
however, it could not order Ms. Royer to sign a release which contained terms
and conditions that she did not accept.8 In the August 13, 2019 oral
____________________________________________
8
Appellees make no attempt to distinguish Wolf, and do not even mention it
in their brief. Instead, they argue that Ms. Royer agreed to the August 29,
2019 proposed release because, “when [Ms.] Royer alerted the [c]ourt to the
settlement[ on August 28, 2019], her counsel had in his possession a copy of
the proposed settlement and release.” Appellees’ Brief at 21. We do not view
Ms. Royer’s representations to the court on August 28, 2019, as assent to the
terms and conditions set forth in the August 29, 2019 proposed release. First,
in Ms. Royer’s letter to the trial court, she stated that “the parties have
reached an amicable resolution that is in the process of being completed. I
respectfully request that the [c]ase [m]anagement [c]onference be cancelled
while we finalize the resolution of the claim.” See Petition to Re-Instate to
Active Status, 11/5/19, at Exhibit A. Thus, Ms. Royer did not inform the court
that she agreed to the terms and conditions in the proposed release, but rather
indicated to it the opposite — that is, she and Appellees were still finalizing
the non-material terms and details. Second, the proposed release was clearly
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settlement agreement, the parties only agreed to the settlement amount, the
scope of release and parties released, confidentiality, and that no
representations as to any tax consequences were made. Therefore, like the
trial court in Wolf, the trial court here erred when it ordered Ms. Royer to sign
a written release that was not consistent with the agreement made by the
parties. Id. at 1008. Further, if UNUM wanted Ms. Royer to sign the release,
it should have made that a condition of settlement. Accordingly, we affirm
the trial court’s conclusion that the August 13, 2019 oral settlement
agreement is enforceable, but reverse its decision to the extent that the trial
court required Ms. Royer to sign UNUM’s August 29, 2019 proposed release.
Order affirmed in part and reversed in part. Case remanded.
Jurisdiction relinquished.
Judge Strassburger did not participate in the consideration or decision
of this case.
Judgment Entered.
Joseph D. Seletyn, Esq.
Prothonotary
Date: 4/16/21
____________________________________________
not completed on August 28, 2019, as the parties proceeded to revise it the
next day. Consequently, we reject Appellees’ argument that Ms. Royer is
bound by the August 29, 2019 proposed release merely because she had a
copy of an earlier version of it when she informed the trial court that the case
was settled.
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