Charity Swift v. Frontier Airlines, Incorporated

UNPUBLISHED
UNITED STATES COURT OF APPEALS
FOR THE FOURTH CIRCUIT
No. 15-1261
CHARITY CHIDINMA EMERONYE SWIFT,
Plaintiff – Appellant,
v.
FRONTIER AIRLINES, INCORPORATED, a Colorado corporation;
JANE DOE,
Defendants - Appellees.
Appeal from the United States District Court for the Eastern
District of Virginia, at Alexandria. Anthony J. Trenga,
District Judge. (1:14-cv-01139-AJT-IDD)
Submitted: September 18, 2015 Decided: January 7, 2016
Before MOTZ, DIAZ, and HARRIS, Circuit Judges.
Affirmed by unpublished per curiam opinion.
Charity Chidinma Emeronye Swift, Stephen Christopher Swift,
SWIFT & SWIFT, ATTORNEYS AT LAW, P.L.L.C., Alexandria, Virginia,
for Appellant. Sarah E. Moffett, Joseph M. Rainsbury,
LECLAIRRYAN, Alexandria, Virginia; Austin W. Bartlett, Paula L.
Wegman, Steven L. Boldt, Charles Ingrassia, ADLER MURPHY &
MCQUILLEN LLP, Chicago, Illinois, for Appellees.
Unpublished opinions are not binding precedent in this circuit.
PER CURIAM:
Charity Chidinma Emeronye Swift appeals from the district
court’s order granting Frontier Airlines’s motion to enforce an
oral settlement agreement and dismissing Swift’s action. We
hold that the district court did not abuse its discretion in
enforcing the settlement agreement. Thus, we affirm.
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). To enforce a settlement agreement under its
inherent equity power, the district court “(1) must find that
the parties reached a complete agreement and (2) must be able to
determine its terms and conditions.” Hensley v. Alcon Labs.,
Inc., 277 F.3d 535, 540-41 (4th Cir. 2002). We review a
district court’s findings of fact for clear error and its
decision to enforce a settlement agreement for abuse of
discretion. Id. at 541. “Having second thoughts about the
results of a valid settlement agreement does not justify setting
aside an otherwise valid agreement . . . and the fact that the
agreement is not in writing does not render it unenforceable.”
Id. at 540 (citations and quotation marks omitted).
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Under Virginia law, * “settlement agreements are treated as
contracts subject to the general principles of contract
interpretation.” Byrum v. Bear Inv. Co., 936 F.2d 173, 175 (4th
Cir. 1991). A contract is formed when the offeree communicates
its acceptance to the offeror. See Levy v. Beach Inv. Corp.,
181 S.E.2d 607, 607–08 (Va. 1971).
Swift proffers numerous arguments supporting her contention
that no binding settlement agreement exists. First, Swift
asserts that her signing a release was a condition precedent to
the creation of an enforceable agreement. However, when
questioned, Swift’s counsel (who was also her husband) could not
reference any discussion or other objective manifestation of
such a requirement. While counsel claimed that the condition
was understood, although not explicitly verbalized, Virginia
courts “ascertain whether a party assented to the terms of a
contract from that party’s words or acts, not from his or her
unexpressed state of mind.” Phillips v. Mazyck, 643 S.E.2d 172,
175 (Va. 2007). Virginia courts require an objective
manifestation of consent to contract terms; “[a] party’s silence
. . . is insufficient to show its intention to be bound by the
*
Frontier asserts that choice of law in the context of
settlement agreements arising under federal law is unsettled.
However, Frontier notes that Swift cites to Virginia law and
that, even if federal common law applies, Virginia common law
may be considered.
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terms of a contract.” Id. at 176. Because, in reaching the
agreement, no mention was made of a requirement of a subsequent
written confirmation, the fact that the release was never signed
does not undermine the existence of the prior oral settlement
agreement.
Next, Swift contends that the very existence of the
proffered release, together with the fact that the release
allegedly added additional terms and required a signature, is
proof that there was no agreement prior to a signed release.
However, the mere existence of an unsigned and subsequent
release, even if it contains additional terms, does not void a
prior oral agreement. See Hart v. Hart, 544 S.E.2d 366, 374-75
(Va. App. 2001) (holding that, once a contract is formed,
attempt to add new terms does not void the contract, but rather
relates to the performance of the contract). In addition, in
the e-mail discussions regarding the release, Swift raised no
complaint regarding any of the allegedly additional terms,
undermining her assertion that the release added terms and was
fundamentally unfair. We conclude that the fact that Frontier
drafted a written release and forwarded it to Swift for her
signature did not void the oral settlement agreement.
Next, Swift asserts that the district court erred in ruling
without a hearing on the motion to enforce the settlement
agreement. Specifically, Swift claims that the following
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material issues of fact existed: (1) whether there was a meeting
of the minds, (2) whether Swift’s husband had authority to act
on her behalf, and (3) whether the agreement reached included an
apology. 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 an evidentiary hearing. Hensley, 277 F.3d at 541.
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.
We find that the district court did not abuse its
discretion in summarily granting Frontier’s motion to enforce
the settlement agreement. Although Swift challenged whether a
settlement agreement existed, the district court determined that
there was no substantial factual dispute on the point, because
Swift’s claim that there was no “meeting of the minds” was
contradicted by the record and entirely unsubstantiated. Both
parties agree that Swift requested a specific sum for dismissing
her case, Frontier agreed to pay it, and the parties shook hands
on the deal. Swift’s request for an apology came later. Nor do
we find any genuine issue of fact as to the authority of Swift’s
husband (who appeared as counsel for his wife) to act on her
behalf.
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Next, Swift contends that the settlement agreement is
unenforceable because Frontier’s negotiation tactics were unfair
and in bad faith. Specifically, Swift asserts that Frontier’s
counsel preyed on her emotional state in securing an unfair
settlement. Swift contends that the monetary settlement was
inequitable, and she would not have agreed to such an amount
absent Frontier’s counsel’s misconduct and her own emotional
state.
If inadequacy of price or inequality in value are the only
indicia of unconscionability, the case must be extreme to
justify equitable relief. Smyth Bros. v. Beresford, 104 S.E.
371, 381–82 (Va. 1920). Other factors, however, may more
readily show that the bargain was legally unfair and
inequitable: concealments, misrepresentations, undue advantage,
oppression, or evidence of ignorance, weakness of mind,
sickness, old age, incapacity, or pecuniary necessities.
Derby v. Derby, 378 S.E.2d 74, 79 (Va. App. 1989).
Here, the factors do not support a finding of
unconscionability. First, the bargain was not obviously
inequitable. Nor is there any indication that Frontier
misrepresented or concealed any evidence. Finally, while Swift
asserts that Frontier preyed on her emotional state, this
argument is not credible. Swift does not contend that
Frontier’s counsel badgered or strong armed her during
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negotiations. In fact, Swift contends the opposite — that
Frontier’s counsel pretended to be friendly. Further, the offer
that was accepted was made by Swift herself, who is a lawyer and
who was represented by counsel at the settlement negotiations.
Given the undisputed facts, we conclude that the district court
did not abuse its discretion in rejecting the claim that the
contract was unconscionable.
Finally, Swift contends that the district court’s order
amounted to a requirement that she sign the release. She
asserts that signing a release that states that she freely
enters into the agreement would be perjury. However, the
district court’s finding was that a contract existed prior to
the unexecuted release: Frontier would pay the agreed amount in
exchange for dismissal of the suit and confidentiality. Thus,
the release was not part of the oral contract and need not be
executed.
Thus, we 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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