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Weaver v. Bratt

March 15, 2006


The opinion of the court was delivered by: Royce C. Lamberth, United States District Judge, March 15, 2006.


This matter comes before this Court on three separate motions: (1) Federal Defendants' Motion [25] to Dismiss, or in the Alternative, for Summary Judgment; (2) Defendant Kator's Motion [20] to Dismiss; and (3) Federal Defendants' Motion [23] to Unseal. There are also four ancillary motions: (1) Federal Defendants' Motion [38] for Further Enlargement of Time; (2) Federal Defendants' Motion [41] to Strike; (3) Federal Defendants' Motion [40] for Enlargement of Time; and (4) Plaintiff's Motion [43] Concerning Electronic Evidence and Docket Access. Plaintiff Jane Weaver filed a four-count complaint on May 16, 2000, in which she claimed violations of the Racketeer Influenced and Corrupt Organizations Act ("RICO"), Federal Tort Claims Act ("FTCA"), and asserted two claims pursuant to the Supreme Court's holding in Bivens v. Six Unknown Agents of the Fed. Bureau of Narcotics, 403 U.S. 388 (1971), against a long list of federal employee defendants. In addition, the plaintiff alleged legal malpractice against her former attorney, Michael Kator. All defendants subsequently filed motions to dismiss on August 8, 2000 and August 4, 2000, respectively, asserting that the plaintiff had failed to state a claim on any of the four counts set forth in her complaint. The federal defendants also filed a Motion to Unseal the case on August 7, 2000. The plaintiff filed a single opposition to all three motions on September 7, 2000. In response, the federal defendants filed a Motion for Further Enlargement of Time in which to reply to the plaintiff's opposition, and subsequently filed a Reply to Plaintiff's Opposition to Federal Defendants' Motion to Dismiss and a Reply to Plaintiff's Opposition to Federal Defendants' Motion to Unseal on October 27, 2000. Defendant Kator also filed a Reply in Support of his Motion to Dismiss on September 18, 2000. The plaintiff filed a Consolidated Sur-Reply to the three motions on November 16, 2000, and the federal defendants responded with a Motion to Strike the Sur-Reply, arguing that it was unwarranted. In addition, the federal defendants filed a Motion for Enlargement of Time on November 22, 2000, in which they asked the Court for ten days following the Court's ruling on federal defendants' Motion to Strike in which to respond to plaintiff's surreply if the motion to strike was not granted. Finally, the plaintiff filed a Motion Concerning Electronic Evidence and Docket Access, in which she asked the Court: (1) for permission to file exhibits on computer diskettes or on CD-ROM; (2) for permission to view copies of the docket sheet or documents filed in this case; and (3) to require that the Clerk's office notify her by telephone or email so that she could respond more quickly to motions or orders.

Upon consideration of each party's filings, the applicable law, and the entire record herein, the Court concludes that (1) the federal defendants' Motion to Dismiss will be GRANTED; (2) defendant Kator's Motion to Dismiss will be GRANTED; and (3) the federal defendants' Motion to Unseal will be GRANTED. The Court agrees with the defendants' assertion that the plaintiff has failed to state any claim upon which relief may be granted. The Court further agrees with the federal defendants' contention that it is unnecessary to continue to seal the entire record in this case.


In October 1995, Plaintiff Jane Weaver was assigned to Barbara Corprew's supervision in the Fraud Section of the Criminal Division in the United States Department of Justice ("DOJ"). (Compl. 10.) Weaver was assigned some responsibilities with respect to the Voluntary Disclosure Program ("VDP"), a program designed to deter and uncover fraud through allowing government contractors to voluntarily admit to fraudulent activity in exchange for certain benefits, such as reduction of damages, reduced chance of debarment and an additional level of review before criminal prosecution. (Id. at 6.) Weaver alleged that during the course of her employment she became aware that her supervisors were behaving unethically and fraudulently with respect to the VDP; that is, Weaver alleged, among other things, that her supervisors testified untruthfully before Congress, failed to keep adequate records, and disregarded VDP policies. (Id. at 8-12.) In response, Weaver began to disclose to various higher-level supervisors what she perceived as her supervisors' fraudulent activities. (Id. at 13.) As a result, Weaver claims that her supervisors retaliated against her in the form of poor performance evaluations, reprimands, transfers, searches of her office and computer, and lockouts from her office. (Id. at 14-16, 19-21.) In response to the alleged retaliation, Weaver hired Michael Kator, an employment attorney, in December 1996, to represent her and provide her with advice regarding her situation at the DOJ. (Def. Kator's Mot. Dismiss 1.) Over the next several months, Kator provided advice to Weaver and negotiated the terms of a settlement agreement between Weaver and the DOJ. (Pl.'s Resp. 26-31.) However, Weaver alleged that Kator violated ethical standards. (Id. at 59-60.) Consequently, Weaver fired Kator on June 2, 1997. (Compl. 19.)

On June 3, 1997, Weaver entered into the settlement agreement with the DOJ, which provided for her resignation and prohibited her from filing any claims against the DOJ arising out of her employment with the DOJ or claiming that the DOJ had engaged in any improper conduct. (Defs.' Ex. 4 at ¶ 1, 10.) In exchange for these promises, the DOJ agreed to withdraw her negative performance evaluations and expunge her reprimand, as well as to increase her salary and detail her to the United States Attorney's Office for the District of Columbia for not less than 410 days. (Id. ¶ 2, 5-7.) Nevertheless, Weaver claimed her supervisors' retaliation against her prevented her from disclosing their fraudulent actions and as such, constituted duress and coercion in the formation of the settlement agreement. (Pl.'s Reply 41-42.) However, the federal defendants contend that Weaver's status as a licensed attorney combined with the fact that she was represented by counsel until the day she signed the agreement proves that the settlement agreement was not the product of duress and coercion, but is instead a valid contract barring all of Weaver's claims relating to her employment with the DOJ. (Defs.' Mot. Dismiss 6-9.) Furthermore, the federal defendants argue that even if Weaver's claims are not barred by the settlement agreement, she has failed to state any claim for which relief may be granted. (Id.) Defendant Kator also argues that Weaver failed to state a claim in legal malpractice against him for which relief may be granted. (Def. Kator's Mot. Dismiss 2-3.)


A. Legal Standard

Pursuant to Federal Rule of Civil Procedure 12(b)(6), when considering a motion to dismiss for failure to state a claim upon which relief can be granted, this Court must construe the allegations and facts in the complaint in the light most favorable to the plaintiff and must afford the plaintiff the benefit of all inferences that can be derived from the facts alleged. Conley v. Gibson, 355 U.S. 41, 45-46 (1957); Barr v. Clinton, 370 F.3d 1196, 1199 (D.C. Cir. 2004) (citing Kowal v. MCI Commc'ns Corp., 16 F.3d 1271, 1276 (D.C. Cir. 1994)). Nevertheless, this Court need not accept asserted inferences that are unsupported by the facts set forth in the complaint, nor "legal conclusions cast in the form of factual allegations." Kowal, 16 F.3d at 1276.

B. Federal Defendants' Motion to Dismiss

1. Settlement Agreement

Settlement agreements are governed by state contract law. See Perez v. Goldin, 360 F. Supp. 2d 12, 15-16 (D.D.C. 2003); Dodge v. Tr. of Nat'l Gallery of Art, 326 F. Supp. 2d 1, 9 (D.D.C. 2004) (Lamberth, J.) (citing Sirmans v. Caldera, 148 F. Supp. 2d 14, 19 (D.D.C. 2001) (Lamberth, J.)). In the District of Columbia (and as a general rule of contract law), a party's signature on a contract binds that party to the terms of the contract, even if that party is ignorant of the terms of the contract. Emeronye v. CACI Int'l, 141 F. Supp. 2d 82, 86 (D.D.C. 2001). However, a contract is voidable at the option of the innocent party if that party's assent was induced by a misrepresentation, whether fraudulent or innocent. Id.; see also REST (2d) CONTRACTS § 164. Nevertheless, "a misrepresentation, even if relied upon, has no legal effect unless the recipient's reliance on it is justified." Id. To prove fraudulent misrepresentation, the plaintiff bears the burden of demonstrating that: (1) the defendant made an assertion that was not in accordance with the facts; (2) the assertion was material; (3) the plaintiff relied upon the assertion to her detriment; and (4) the plaintiff was justified in relying on the assertion in manifesting her asset. Barrer v. Women's Nat'l Bank, 761 F.2d 752, 758 (D.C. Cir. 1985). The burden is on the party seeking to rescind a contract for fraud or misrepresentation to prove that she signed the contract in reliance upon the truthfulness of the representations. 27 Richard A. Lord, WILLISTON ON CONTRACTS § 69:33 (4th ed. 1997); see also 2215 Fifth St. Assocs., LP v. U-Haul Int'l, Inc., 148 F.Supp. 2d 50, 55 (D.C. Cir. 2001) (rejecting claims of coercion in the signing of an agreement including a forum selection clause).

A contract is also voidable at the innocent party's option when entered into under duress or coercion. 28 Richard A. Lord, WILLISTON ON CONTRACTS § 71:12. Duress is "any wrongful threat of one person by words or other conduct that induces another to enter into a transaction under the influence of such fear as precludes him from exercising free will and judgment." Marra v. Papandreou, 59 F. Supp. 2d 65, 70-71 (D.D.C. 1999). Coercion includes a compulsion brought about by moral force or in some other manner with or without physical force. 28 Richard A. Lord, WILLISTON ON CONTRACTS § 71:12.

The plaintiff asks this Court to rescind the settlement agreement, alleging that her former supervisor, defendant Sandra Bright, misrepresented the content of the agreement by reassuring the plaintiff that the agreement would give her a "fresh start" and "a legitimate opportunity to prove herself and secure continued employment." (Pl.'s Resp. 34.) The plaintiff also alleges that defendant Bright assured the plaintiff that she would "personally would see that the plaintiff would be employed by another agency component" in the "unlikely" event that the plaintiff failed to secure employment during her detail to the United States Attorneys Office for the District of Columbia. (Id.) Furthermore, the plaintiff asks this Court to rescind the agreement because she signed it under duress and coercion, alleging that her supervisors retaliated against her in the form of lockouts and office searches. (Id.)

The defendants contend that the plaintiff has failed to demonstrate that the agreement was entered into under duress, coercion or misrepresentation. (Defs.' Reply 4-5.) The defendants argue that the plaintiff, a licensed attorney, has set forth no evidence that she did not understand the terms of the agreement or that her decision to sign it was not informed. (Id. at 8.) Accordingly, the defendants conclude that the plaintiff voluntarily signed the agreement with full knowledge and understanding of its contents and therefore the plaintiff is bound by the agreement. (Id.) As discussed below, the Court agrees with the defendants.

A. Misrepresentation

Even if the plaintiff were able to satisfy the first three elements required to prove misrepresentation, she cannot satisfy the fourth because she was not justified in relying on any representations made by Bright. See Barrer, 761 F.2d at 758. Reliance by sophisticated and educated individuals usually vitiates a party's claim of fraud or misrepresentation in the inducement. See Schlaifer Nance & Co. v. Estate of Andy Warhol, 119 F.3d 91, 98 (2d Cir. 1997).

The plaintiff is a licensed attorney familiar with the law of contracts. Even if defendant Bright misrepresented information contained in the agreement, the plaintiff was entirely capable of reading and fully understanding the agreement. See Brown v. Dorsey & Whitney, LLP, 267 F. Supp. 2d 61, 79 (D.D.C. 2003) (citing Hooters of Am v. Phillips, 39 F. Supp. 2d 582, 607 (D.S.C. 1998)) (rejecting the plaintiff's claim of fraudulent inducement as a defense to signing her employer's binding arbitration agreement because the truth of the representation "would have been evident by an inspection" of the agreement). One cannot claim fraud in the misrepresentation of the contents of written instruments "when the truth could have been ascertained by reading the instrument, since one entering into the written contract should read it and avail himself of every opportunity to understand its content and meaning." Id. This rule especially applies to licensed attorneys, who possess a heightened knowledge of the law of contracts when compared with non-attorneys. See id. at 46-47 ("[P]laintiff, a Harvard educated attorney with a Princeton undergraduate degree and at least seven years of prior legal experience when she signed the agreement . . . clearly was not an unknowledgeable or uneducated person dealing with an employer with superior bargaining power."). Not only was the plaintiff fully capable of reading and understanding the agreement, but, as a licensed attorney, she should have especially appreciated the implications of signing an agreement without reading and understanding it. It is not justifiable for a licensed attorney to sign an agreement based solely on the representations of the other party to the agreement; the plaintiff should have read the agreement for herself instead of relying on any representations made by defendant Bright. A reasonable person in the plaintiff's circumstances would have read the agreement in order to ensure that the terms of the agreement were consistent with the representations of the other party to the agreement. See Perez, 360 F. Supp. 2d at 16 (applying an objective reasonableness standard in determining whether the plaintiff entered into an agreement under duress).

In fact, if the plaintiff had simply read the agreement, she would have realized that the DOJ was not bound to continue her employment indefinitely. (Def.'s Ex. 4 § 8.) Even a non-lawyer likely would have had little difficulty in understanding the clear provisions set out in the agreement. The agreement quite clearly stated that the plaintiff agreed to immediately resign as an attorney in the Criminal Division of the DOJ. (Id. § 1.) The agreement further stated that the DOJ would merely use its "best efforts" to place the plaintiff in the DOJ where she would have the opportunity to "prove herself and secure continued employment." (Id. § 8.) Nothing in the agreement guaranteed employment to the plaintiff. (Id.) In fact, the agreement placed the burden on the plaintiff to "prove herself" in order to "secure continued employment." (Id.) It is well-settled that where the terms of an agreement are clear and unambiguous, the intent of the parties is determined from the plain words of the agreement and parol evidence is not considered. See Bowden v. United States, 176 F.3d 552, 554 (D.C. Cir. 1999) ("[Extrinsic] evidence of prior or contemporaneous oral agreements is inadmissible to vary the terms of an integrated written agreement."). Given the clarity of the agreement and the plaintiff's status as an attorney, this Court declines to accept the plaintiff's contention that she justifiably relied on representations made by her supervisor with respect to the content of the agreement. Therefore, the plaintiff's claims of misrepresentation are dismissed.

B. Duress and Coercion

In order to state a prima facie claim of duress, the plaintiff must establish that her supervisors wrongfully threatened her, inducing her to sign the agreement under the influence of such fear as precluded her from exercising free will and judgment. Marra, 59 F. Supp. 2d at 70-71. The plaintiff has produced no evidence of any threats, verbal or physical, made against her. Instead, she alleges that searches of her office and lockouts constituted duress, and induced her to enter into the agreement against her will. (Pl.'s Reply 41-42.) However, the actions allegedly taken by her supervisors, even if true, were not wrongful threats against the plaintiff. At most, these actions constituted retaliation against the plaintiff because she publicly accused her supervisors of fraud. That the alleged retaliation continued even after the plaintiff reported the supposed fraud supports the conclusion that the defendants' actions of retaliation were not threats made to keep the plaintiff from disclosing the fraud. (Compl. 19-20.) These actions, therefore, cannot be interpreted as threats against the plaintiff.

Even if the defendants' actions could be interpreted as threats, the plaintiff has shown no relationship between these events and the settlement agreement. She has failed to demonstrate how the actions allegedly taken by her supervisors coerced her into signing the agreement; the plaintiff does not claim that the two lockouts or the computer search occurred because she had not signed the agreement. (Id. at 15-16, 19-20.) Indeed, the plaintiff alleges that access to her office remained restricted even after she signed the agreement. (Id. at 19-20.) Therefore, the alleged lockouts could not have been coercive actions designed to force the plaintiff to sign the agreement. Furthermore, the plaintiff failed to claim duress and coercion until she was no longer satisfied with the results of the agreement. She accepted her detail to the United States Attorney's Office for six months and ...

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