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JSC Transmashholding v. Miller

United States District Court, District of Columbia

September 11, 2017

JSC TRANSMASHHOLDING, Plaintiff,
v.
JAMES F. MILLER, Defendant.

          MEMORANDUM OPINION

          REGGIE B. WALTON UNITED STATES DISTRICT JUDGE.

         The plaintiff, JSC Transmashholding, “Russia's largest manufacturer of railroad locomotives and cars, ” Complaint (“Compl.”) ¶ 7, brings this civil action against the defendant, James F. Miller, for breach of the parties' Settlement Agreement & Release (“Settlement Agreement”), see generally id. The plaintiff seeks to recover the balance the defendant allegedly owes it under the Settlement Agreement, specifically, “$599, 282.56 . . . plus pre[] and post[]judgment interest at 8.0% per annum, ” as well as “[a]n award of attorney's fees and costs.” Id. at 6. Currently before the Court is the Plaintiff's Motion for Summary Judgment (“Pl.'s Mot.”). Upon careful consideration of the parties' submissions, [1] the Court concludes for the following reasons that it must grant the plaintiff's motion.

         I. BACKGROUND

         The plaintiff executed the Settlement Agreement with the defendant on November 20, 2014, see Compl., Exhibit (“Ex.”) 1 (Settlement Agreement) at 10, to “resolve[] an action brought by [the plaintiff] against [the defendant] in [this Court] . . . to recover the principal of and interest on $600, 000.00 that had been stolen from [the plaintiff] in a complex conspiracy of which [the defendant] was a beneficiary, ” id. ¶ 11. In the Settlement Agreement, the defendant agreed to repay the $600, 000.00 plus interest, see id., Ex. 1 (Settlement Agreement) ¶ 2, and the plaintiff agreed to dismiss its suit against the defendant without prejudice, see id., Ex. 1 (Settlement Agreement) ¶ 4, which it did on January 20, 2015, id. ¶ 11.

         “In the Settlement Agreement, [the defendant] agreed to make each monthly payment on the first day of the respective calendar month . . . [and] further agreed that, if he was more than fifteen [] calendar days late . . . and [the plaintiff] gave written notice of acceleration, the entire then-outstanding Total Amount would ‘become automatically and immediately due and payable.'” Id. ¶ 12 (quoting id., Ex. 1 (Settlement Agreement) ¶ 5). The defendant “made payments in respect of twenty [] months, ending with the payment due August 1, 2016, ” id. ¶ 13, but made no payments for “the amounts due on September 1, October 1, November 1, and December 1, 2016[, ] and January 1, 2017, ” id. ¶ 14. The plaintiff gave the defendant written notice of acceleration on December 2, 2016, pursuant to the terms of the Settlement Agreement, see id. ¶ 15; see also id., Ex. 2 (Letter from the plaintiff's counsel to the defendant (Dec. 2, 2016) (“Notice of Acceleration”)) at 1, but the defendant “has made no payment on any amount owed, ” id. ¶ 16. The plaintiff filed both its Complaint and Motion for Summary Judgment on January 4, 2017, alleging breach of the Settlement Agreement. See id. at 1; Pl.'s Mot. at 1.

         The defendant filed his Answer on January 26, 2017, see Def.'s Answer at 1, but did not timely file an opposition to the Motion for Summary Judgment. Therefore, on March 3, 2017, the Court entered a Minute Order directing the defendant to file an opposition by March 17, 2017. See Minute Order (Mar. 3, 2017). After the defendant again failed to file an opposition, the Court entered an Order on April 21, 2017, directing the defendant to show cause as to why the plaintiff's motion should not be granted. See Order at 1 (Apr. 21, 2017). The defendant filed his Response to the Court's Order on May 10, 2017, “disput[ing] the allegations and merits of [the] [p]laintiff's complaint, but elect[ing] not to further pursue any defense.” Def.'s Resp. at 1.

         II. STANDARD OF REVIEW

         Courts will grant a motion for summary judgment under Federal Rule of Civil Procedure 56(c) “if the movant shows that there is no genuine dispute as to any material fact and the movant is entitled to judgment as a matter of law.” Fed.R.Civ.P. 56(a). When ruling on a Rule 56 motion, the Court must view the evidence in the light most favorable to the non-moving party. Holcomb v. Powell, 433 F.3d 889, 895 (D.C. Cir. 2006) (citing Reeves v. Sanderson Plumbing Prods., 530 U.S. 133, 150 (2000)). The Court must therefore draw “all justifiable inferences” in the non-moving party's favor and accept the non-moving party's evidence as true. Anderson v. Liberty Lobby, 477 U.S. 242, 255 (1986).

         A non-movant's silence in response to the movant's motion for summary judgment does not mean the motion may be granted as conceded because “[t]he burden is always on the movant to demonstrate why summary judgment is warranted.” Winston & Strawn, LLP v. McLean, 843 F.3d 503, 505 (D.C. Cir. 2016). Therefore, “[a] court must always engage in the analysis required by Rule 56 before acting on a motion for summary judgment.” Id. at 506. “The [C]ourt may, however, treat any unaddressed factual statement in the [movant's] motion as undisputed.” Koch v. White, ___ F.Supp.3d ___, ___, 2017 WL 1655185, at *4 (D.D.C. May 2, 2017), appeal docketed, No. 17-5180 (D.C. Cir. Aug. 7, 2017); see also Fed.R.Civ.P. 56(e) (“If a party fails to properly support an assertion of fact or fails to properly address another party's assertion of fact as required by Rule 56(c), the court may . . . consider the fact undisputed for purposes of the motion [or] grant summary judgment if the motion and supporting materials-including the facts considered undisputed-show that the movant is entitled to it . . . .”); Winston & Strawn, 843 F.3d at 507 (same).

         III. ANALYSIS

         A. Breach of Settlement Agreement

         “Settlement agreements ‘are in the nature of contracts, '” America v. Preston, 468 F.Supp.2d 118, 122 (D.D.C. 2006) (quoting Makins v. District of Columbia, 277 F.3d 544, 546- 47 (D.C. Cir. 2002)), and are therefore “construed under ‘general principles of contract law, '” Dyer v. Bilaal, 983 A.2d 349, 354 (D.C. 2009) (quoting Goozh v. Capitol Souvenir Co., 462 A.2d 1140, 1142 (D.C. 1983)); see also Goozh, 462 A.2d at 1142 (“Once entered, the agreement between the parties becomes the law of the case, and its terms may not be enlarged or diminished by the court, for to do so would be to create a new stipulation to which the parties have not agreed.” (internal citations omitted)). When interpreting a settlement agreement, “[a] court must honor the intentions of the parties as reflected in the settled usage of the terms they accepted in the [settlement agreement].” The Cuneo Law Grp., P.C. v. Joseph, 669 F.Supp.2d 99, 107 (D.D.C. 2009) (Walton, J.) (quoting Unfoldment, Inc. v. D.C. Contract Appeals Bd., 909 A.2d 204, 209 (D.C. 2006)), aff'd, 428 F.App'x 6 (D.C. Cir. 2011), cert. denied, 565 U.S. 1094.

         “To prevail on a claim of breach of contract [in the District of Columbia], a party must establish (1) a valid contract between the parties; (2) an obligation or duty arising out of the contract; (3) a breach of that duty; and (4) damages caused by [the] breach.” Tsintolas Realty Co. v. Mendez, 984 A.2d 181, 187 (D.C. 2009).[2] A settlement agreement is valid and enforceable if, based on the written agreement, “each party could be reasonably certain how it was to perform.” Dyer, 983 A.2d at 357 (finding an e-mail agreement between the parties to be enforceable because the terms of the agreement were sufficiently defined); see also EastBanc, Inc. v. Georgetown Park Assocs. II, LP, 940 A.2d 996, 1003 (D.C. 2008) (“The enforceability of [an] agreement comes from the definitive character of the obligation to perform, not a precise description of the ways in which the obligation might be fulfilled.” (emphasis in original)). And “‘[a] contract is breached if a party fails to perform when performance is due, ' i.e., upon a party's ‘unjustified failure to perform all or any part of what is promised in a contract entitling the injured party to damages.'” Medhin v. Hailu, 26 A.3d 307, 310 (D.C. 2011) (first quoting Eastbanc, 940 A.2d at 1004, then quoting Fowler v. A & A Co., 262 A.2d 344, 347 (D.C. 1970)).

         Here, the Court first finds that the Settlement Agreement between the parties is valid and enforceable because it is sufficiently clear as to the parties' obligations. Regarding the ...


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