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Samra v. Shaheen Business And Investment Group

January 31, 2005


The opinion of the court was delivered by: Royce C. Lamberth, United States District Judge


This matter comes before the Court on the plaintiff's Motion [13] to Enforce Settlement Agreement, filed April 22, 2004. Upon consideration of the plaintiff's Motion, the opposition thereto, the reply, the applicable law, and the entire record herein, the Court concludes that the plaintiff's Motion will be granted. In order to best enforce the settlement agreement, the Court will enter an order requiring the defendants to pay $150,000 into the Court's registry. These funds will be distributed to the plaintiff upon her voluntary dismissal of the underlying case. The Court's reasoning is set forth below.

I. Background

On October 9, 2003, the plaintiff, Dayna Samra ("Samra"), filed a complaint in this Court against the defendants, Khaled Shaheen ("Shaheen") and Shaheen's corporation, Shaheen Business and Investment Group, Inc. ("SBIG"). On the present motion, Samra seeks enforcement of a settlement agreement in the amount of $150,000 to resolve this dispute.

Samra's civil claims include allegations of sexual harassment and constructive discharge or retaliation by Shaheen and SBIG, as well claims for unpaid wages and out-of-pocket business expenses. Shaheen is a Jordanian citizen, who resides in Amman, Jordan.*fn1 Samra is a Florida resident, who claims that Shaheen hired her to be the vice president of marketing and business development for SBIG. At the time, Shaheen was in the process of establishing an SBIG office in Washington, D.C. to attract United States government contracts for the reconstruction of Iraq.

Samra met Shaheen at a dinner meeting at the Four Seasons Hotel in Washington, D.C. Samra alleges that Shaheen offered her a job as vice president of public relations and business development of SBIG during the meeting, which she accepted.*fn2 According to Samra's complaint, the terms of the employment agreement Shaheen proposed at the meeting were as follows: (1) Samra was required to relocate to Washington, D.C. by June 1, 2003; (2) Samra would be paid an annual salary of $150,000; (3) Samra would receive an annual merit-based bonus; and (4) Samra would have a $15,000 annual stipend for the purchase of business attire. See Compl. at ¶ 11.

Relying on Shaheen's representations as president of SBIG, Samra began working immediately upon her return to Florida, around April 23, 2003, to develop SBIG business for the proposed Washington D.C. office as assigned by SBIG. In furtherance of SBIG's business, Samra: (1) created a "virtual office" utilizing computers, telephones, fax machines and email to produce work-product for SBIG; (2) traveled back and forth to Washington, D.C. and to Amman, Jordan to attend conferences as a representative of SBIG; (3) participated in business meetings with Shaheen and SBIG's vice president, Ahed M. Sukhon ("Sukhon"); (4) notified her Florida landlord that she would vacate her apartment on May 30, 2003; and (5) hired a realtor to find housing in Washington, D.C.. See, e.g., id. at ¶¶ 15-17, 21, 25, 29, 31.

Meanwhile, Samra contends that Shaheen purposefully evaded dealing with specific contract changes in her employment agreement;*fn3 failed to pay her salary or to reimburse her for business expenses; and made several unwanted sexual advances toward her, causing her to feel "humiliated, degraded, victimized, embarrassed and emotionally distressed." See Compl. at ¶¶ 13-14, 18-20, 23-24.

With respect to the alleged sexual harassment, Samra specifically contends that on or about April 23 and on May 8, 15, 19, 20 and 23 of 2004, Shaheen: (1) made telephone calls to Samra suggesting that she share a hotel room with him [Shaheen] at the Four Seasons Hotel in Washington, D.C.; Compl. at ¶ 18; (2) made "several sexually suggestive and inappropriate remarks" about her [Samra] in front of Sukhon at a corporate business dinner meeting; id. at ¶ 21; and (3) "grabbed her [Samra] and attempted to kiss her" in Shaheen's D.C. hotel room. Id. at ¶ 23. All the while, Samra contends that she rebuked Shaheen's advances -- both physically and with verbal protest -- as tactfully and as professionally possible. See id. at ¶¶ 13, 18-19, 23.*fn4

Shaheen's answer denies all these allegations. See Ans. at ¶¶ 39-57.

In June, Samra alleges that Shaheen advised Samra to defer her move to Washington, D.C. until August 1, 2003. Compl. at ¶ 30. Subsequently, on July 7, Sukhon telephoned Samra to advise her that she should no longer plan to relocate to Washington, D.C. at all. Id. at ¶ 32. Samra alleges that the next day, in a telephone conversation with Shaheen, Samra informed Shaheen that his abrupt change of plans regarding her relocation and his failure to address her employment agreement concerns were intolerable. Id. at ¶ 33.

Samra represents that on July 10, she was assigned more work by Shaheen, who until August 7 insisted Samra was a valued employee of SBIG; Pl.'s Compl. at ¶ 34; but that on August 8, 2003, Shaheen cut off all communications with Samra. Id. at ¶ 36. Samra then surmised that she was no longer employed by SBIG, which had still not paid her salary nor reimbursed her for business expenses. Id. at ¶ 36-38.*fn5

Although this case was filed on October 9, 2003, defendants Shaheen and SBIG did not file an answer in this Court until February 13 2004. Therein, the defendants denied all of the misconduct alleged by Samra. Also in February 2004, Shaheen contacted Hani Ayoub ("Ayoub"), one of Shaheen's long-time business associates who also happened to be Samra's cousin-in-law. See Pl.'s Mot. to Enforce Settlement ("Pl.'s Mot."), Ex. A (Ayoub Decl.), at ¶ 2; Def.'s Opp. to Pl.'s Mot. ("Def.'s Opp."), Ex. A (Shaheen Decl.), at ¶ 5. According to Ayoub, Shaheen agreed to the suggestion that Ayoub contact Samra to attempt to resolve the case. Pl.'s Mot., Ex. A (Ayoub Decl.), at ¶ 3. Ayoub telephoned Samra, who informed Ayoub that she was willing to settle the case for $250,000. Id. at ¶ 4. When Ayoub informed Shaheen of Samra's position, Ayoub claims that Shaheen authorized Ayoub to make a counteroffer of $50,000, which Samra rejected. Id. at ¶¶ 5-6.

Ayoub then arranged for Samra and Shaheen to meet face-to-face in London on February 15, 2004 to conduct further settlement negotiations. See Pl.'s Mot., Ex. A. (Ayoub Decl.), at ¶ 7. However, the parties have conflicting stories as to what, if anything, was actually agreed upon at the London meeting.*fn6 Samra, corroborated by Ayoub, contends that at the London meeting Shaheen indicated that Ayoub was acting as Shaheen's agent for the purpose of resolving the dispute with Samra. See Pl.'s Mot. at 3; Pl.'s Mot., Ex. A (Ayoub Decl.), at ¶8; Pl.'s Reply, Ex. A (Samra Decl.), at ¶ 13. Samra alleges that, through Ayoub, Shaheen ultimately offered to settle the case for $150,000, and that she accepted this offer thereby forming the agreement that Samra is now asking the Court to enforce. See Pl.'s Mot. at 5 ("...Defendants agreed, through their agent, Ayoub, to pay Plaintiff $150,000 to settle the case); id. at 6 (same); Pl.'s Mot., Ex. A (Ayoub Decl.), at ¶¶ 9-10; Pl.'s Reply, Ex. A (Samra Decl.), at ¶ 15. This purported agreement was executed when Ayoub telephoned Samra, who had returned to Florida shortly after the London meeting, made the offer of a $150,000 settlement, and secured Samra's acceptance. See Pl.'s Mot., Ex. A (Ayoub Decl.), at ¶¶ 8-10.

Defendant Shaheen, however, denies that he appointed Ayoub to be his agent or authorized Ayoub to take any action on behalf of either Shaheen or SBIG; see Def.'s Opp., Ex. A (Shaheen Decl.), at ¶¶ 7, 21; that he ever agreed to an "American style settlement"; see id. at ¶ 22; and that he ever agreed to any specific settlement amount. See id. at ¶¶ 16, 19, 21. Thus, the issue before the Court is whether there is a valid settlement agreement between the parties and, if so, whether the defendants have breached that agreement such that enforcement of the settlement by this Court is an appropriate remedy.

Upon thorough review of the facts and applicable law, the Court finds that Ayoub, acting with apparent authority to negotiate with Samra as Shaheen's agent, formed a legally valid settlement agreement with Samra to which Shaheen is bound by operation of agency principles. The Court further concludes that Samra, the proponent of specific enforcement, has satisfied her burden to demonstrate the existence and terms of the agreement by a preponderance of the evidence, and that the agreement may therefore be enforced by order of this Court. Finally, as the agreement is ambiguous with respect to the order in which the parties are to tender their respective performances, the Court will fashion an order requiring simultaneous performance of the plaintiff's and defendants' contractual obligations under the settlement. The Court concludes that this form of remedy affords the maximum fairness and protection to each party, while best effectuating their contractual intent, in accordance with applicable principles of contract law.

II. Analysis

A. The Motion to Enforce the Settlement Agreement: Threshold Matters

It is well established that federal district courts have the authority to enforce settlement agreements entered into by litigants in cases pending before them. See Autera v. Robinson, 419 F.2d 1197, 1200, 1200 n.9 (D.C. Cir. 1969) (collecting cases from various federal circuits). Parties seeking enforcement of a settlement agreement have no right to a jury trial because the relief sought is equitable in nature. See Quijano v. Eagle Maintenance Serv., Inc., 952 F. Supp. 1, 3 (D.D.C. 1997). "[T]he right to have a jury determine issues of fact turns essentially on whether the claim to which those issues relate is legal or equitable." Hensley v. E.R. Carpenter Co., Inc., 633 F.2d 1106, 1110 n.5 (5th Cir. 1980) (as quoted in Quijano, 952 F. Supp. at 3). An action to enforce a settlement agreement is, at bottom, an action seeking the equitable remedy of specific performance of a contract. See Quijano, 952 F. Supp. at 3 (quoting Adams v. Johns-Manville Corp., 876 F.2d 702, 709 (9th Cir. 1989); Hensley, 633 F.2d at 1110 n.5). This is the case even where, as here, the opposing party disputes certain facts related to the formation of the settlement contract. See id., Hensley, 633 F.2d at 1110 n.5.

The party moving for enforcement of a settlement agreement bears the burden of showing, by clear and convincing evidence, that the parties in fact formed a binding agreement in resolution of all the disputed issues in the underlying litigation. Quijano, 952 F. Supp. at 3 (citing Anschutz v. Radiology Associates of Mansfield, Inc., et al., 827 F. Supp. 1338, 1343 (N.D. Ohio 1993)). In most cases, a district court can enforce a settlement agreement summarily. See Autera v. Robinson, 419 F.2d 1197, 1200 (D.C. Cir. 1969). However, "[w]hen there is a genuine dispute about whether the parties have entered into a binding settlement, the district court must hold an evidentiary hearing that includes the opportunity for cross-examination." United States v. Mahoney, 247 F.3d 279, 285 (D.C. Cir. 2001). Summary proceedings are inappropriate when the existence of the settlement is genuinely disputed, as the Court's equitable enforcement powers extend only to "complete settlement agreements" -- that is, agreements about whose existence there is no genuine dispute. See Quijano, 952 F. Supp. at 4 (citing Ozyagcilar v. Davis, 701 F.2d 306, 308 (4th Cir. 1983); Gardiner v. A.H. Robins Co., 747 F.2d 1180, 1189 (8th Cir. 1984)). Where there is such a genuine dispute regarding the existence of an enforceable settlement agreement, the Court "must have the opportunity to make credibility determinations and the parties should be afforded the benefit of cross-examination so that factual issues may be adequately explored." Id.; Autera, 419 F.2d at 1202.

In Quijano, our court treated the presence or absence of a factual dispute between the parties concerning the existence and validity of a purported settlement agreement as something akin to a jurisdictional matter -- that is, the court held that the presence of such a factual dispute somehow necessarily precludes a showing by clear and convincing evidence that a binding settlement agreement was created by the parties. See Quijano, 952 F. Supp. at 4. However, it does not seem that any factual dispute, regardless of its nature, should, as an analytic or definitional matter, always undercut the possibility that the moving party could prove the existence of an enforceable agreement by clear and convincing evidence.

"Clear and convincing evidence," after all, does not mean "undisputed" or "undisputable" evidence. Rather, at least in our jurisdiction, the "clear and convincing evidence" standard of proof requires that the party bearing the burden of proof on a given issue present evidence sufficient to allow the court to "reach a firm conviction of the truth on the evidence about which [it] is certain." United States v. Montague, 40 F.3d 1251, 1255 (D.C. Cir. 1994) (relying on Black's Law Dictionary 251 (6th ed. 1990), which defines clear and convincing evidence as "proof which results in a reasonable certainty of truth"). A "firm conviction" or a "reasonable certainty" are not the same as an "absolute certainty," and so it follows that the presence of factual disputes cannot necessarily or definitionally preclude a showing, by clear and convincing evidence, of the existence of a valid settlement agreement. For this reason, the existence or lack of factual disputes concerning the validity of a settlement agreement cannot, ex ante, require that the Court hold an evidentiary hearing to ...

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