United States District Court, District of Columbia
AMENDED REDACTED MEMORANDUM OPINION
COLLEEN KOLLAR-KOTELLY, UNITED STATES DISTRICT JUDGE
Capital One, N.A. and Capital One Auto Finance, Inc.
(collectively, "Capital One") seek the Court's
enforcement of a settlement agreement between Capital One and
Plaintiff Charnita Proctor. Ms. Proctor does not dispute that
she entered into an agreement. Rather, she objects to its
putative scope, arguing that it pertains only to a specific
auto loan from Capital One.Upon consideration of the briefing
and evidence,  the relevant legal authorities, and the
record as a whole, the Court GRANTS-IN-PART and
DENIES-IN-PART Capital One's Motion to Enforce
Settlement, ECF No. 17, Except with respect to certain
adjustments to paragraphs 2, 3, 4, and 6, the settlement
agreement shall be enforced as Capital One has set forth.
See Confidential Settlement Agreement and Release of
Claims, ECF No. 18-2, Ex. 2.
helpful to begin in reference to Ms. Proctor's request
for an evidentiary hearing on this motion. Ms. Proctor claims
an entitlement to such a hearing "to determine whether
the parties entered into a binding contract." Pl's
Opp'n at 3 (citing, e.g., United States v.
Mahoney, 247 F.3d 279, 285 (D.C. Cir. 2001)). "When
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." Mahoney, 247 F.3d at 285.
such a hearing is not necessary if the Court is persuaded on
the basis of the briefing that a settlement agreement exists.
[T]he 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 resolve a
motion to enforce that agreement. Rather, the Court must
first determine whether, despite whatever factual disputes
may exist, the moving party has nevertheless carried the
burden of proving the existence of a settlement agreement by
clear and convincing evidence.
Samra v. Shaheen Bus; & Inv, Grp., Inc., 355
F.Supp.2d 483, 494 (D.D.C, 2005). Accordingly, the Court
shall proceed to consider whether Capital One has discharged
its burden to prove a settlement agreement between Capital
One and Ms. Proctor.
parties urge the Court to apply District of Columbia law for
the formation of contracts, in particular, settlement
agreements. See Def.'s Mem. at 6; Pl's
Opp'n at 1. The Court is unaware of any reason to do
otherwise. "In the District of Columbia, an enforceable
contract exists when there is an agreement about all material
terms and an intention of the parties to be bound."
Mahoney, 247 F.3d at 285. "In the context of
settlement agreements, court [sic] have found that the amount
to be paid and the claimant's release of liability are
the material terms" under D.C. law. Blackstone v.
Brink, 63 F.Supp.3d 68, 77 (D.D.C. 2014).
One considers the material terms to consist of: ___
Def.'s Mem. at 6. Because this statement of material
terms includes the amount to be paid and the release of
liability, an agreement containing these terms would suffice
under D.C. law if the parties intended to be bound by it.
See Brink, 63 F.Supp.3d at 77.
Proctor does not dispute Capital One's characterization
of the material terms, except insofar as the settlement
agreement could be read to include a release of claims she
may have that are unrelated to the specific auto loan
presently at issue. See Pl's Opp'n at 2. She
objects in particular to language in Paragraph 6 that would
require her, in pertinent part, to release ___ Confidential
Settlement Agreement and Release of Claims, ECF No. 18-2, Ex.
2 ¶ 6; see also Pl's Opp'n at 2. She is
especially concerned about any claims against Capital One
that she may pursue related to three charged-off credit
cards, See Pl's Opp'n at 2. Although Capital
One's correspondence suggests that the parties' oral
agreement included ___ ECF No. 18-2, Ex. 1 Proctor006;
see also Confidential Settlement Agreement and
Release of Claims, ECF No. 18-2, Ex. 2 ¶ 2 (___),
Capital One confirms that the parties did not discuss
anything about charged-off credit cards, see
Def.'s Reply at 4-5. In turn, the agreement drafted by
Capital One expressly identifies only the car loan as a claim
at issue, for purposes of this litigation and the settlement
agreement. See Confidential Settlement Agreement and
Release of Claims, ECF No. 18-2, Ex. 2 (recitals).
Accordingly, the Court construes the parties as agreeing only
to release claims that could arise related to this auto loan.
parties concede their intention to enter into a settlement.
Def.'s Mem. at 6; Pl's Opp'n at 1. Moreover,
Capital One's execution of the Confidential Settlement
Agreement and Release of Claims, ECF No. 18-2, Ex. 3,
demonstrates Capital One's intention to be bound by this
particular document, which it represents as containing the
material terms to which the parties agreed in their
discussions orally and by email. Def.'s Mem. at 6-8. Only
in two respects has Ms. Proctor disputed that this document
reflects the parties' agreement. The first is her prior
objection-not raised again in her Opposition-to Paragraphs 3
and 4, which would require ___ See Def.'s Mem.
at 8-9. Notwithstanding Capital One's argument that this
is a standard provision, Capital One concedes that the
parties did not discuss it orally, and argues that it
accordingly may be considered immaterial. Id. at 8
(citing Brink, 63 F.Supp.3d at 77). Capital One also
agreed, long before the instant motion, to drop ___ See
id, at 9; Decl. of Jonathan S. Hubbard, Esq., ECF No.
18-2, Ex. A t 16. The other issue Ms. Proctor raised more
recently is the scope of the agreement, which the Court has
addressed above. There is no evidence in the record to
suggest that the parties intended their agreement to apply to
anything other than the specific car loan described in the
settlement agreement. Because Ms. Proctor has not at any time
objected to any other portion of the settlement agreement
prepared by Capital One, which contains the material terms to
which they agreed, the Court finds that the parties intended
to be bound by it.
Court finds that Ms. Proctor and Capital One agreed to a
settlement agreement that does not include ___ and contains a
release only as to the car loan expressly at issue in this
litigation and in the settlement agreement. The settlement
agreement shall adopt language in Paragraphs 2 and 6 that
more clearly indicates the limited scope of the agreement.
The settlement agreement also shall be revised in Paragraphs
3 and 4 to omit ___, as Proctor and Capital One agreed.
to the terms of the parties' settlement agreement, Ms.
Proctor shall file a Notice of Dismissal of Capital One only
in accordance with Paragraph 2, as amended.
appropriate Order accompanies ...