Re
Document Nos.: 62, 63, 68
MEMORANDUM OPINION
RUDOLPH CONTRERAS UNITED STATES DISTRICT JUDGE.
Denying
Plaintiff's Motion to Enforce Settlement Agreement,
Denying MTC's Request for Fees, and Granting MTC's
Motion to Extend Discovery Period
I.
Introduction
This
matter comes before the Court upon David Golden's motion
to enforce a settlement agreement upon Management &
Training Corporation (“MTC”). After considering
the parties' submissions and the governing law, the Court
concludes the following: Mr. Golden's motion to enforce
the settlement agreement shall be denied because no valid,
enforceable settlement agreement was formed between Mr.
Golden and MTC. At the time Mr. Golden alleges that the
settlement agreement was formed, the parties had not reached
the requisite meeting of the minds over a material term: the
scope of the settlement agreement. The Court also grants
MTC's motion to extend the discovery period and requests
that the parties meet and submit a proposed discovery
schedule within 30 days.
II.
Factual Background
On
September 24, 2018, Mr. Golden's counsel, Mr. Crump,
initiated settlement negotiations with a global settlement
offer that “attempt[ed] to settle the referenced matter
with Management Training Corporation (MTC) and
Chugach Government Solutions (CGSI)” for $128, 000.
Defs.' Opp'n Mot. to Enforce Settlement Agreement
(“Defs.' Opp'n”) Ex. 1, ECF No. 68-1
(emphasis added). MTC responded on November 30 with a global
counteroffer, “MTC offers [$]10[, 000] to settle the
case as to all defendants.” Defs.' Opp'n Ex. 3,
ECF No. 68-3. On December 19, MTC made another counteroffer,
again specifying its global nature. See Defs.'
Opp'n Ex. 4, ECF No. 68-4 (“We counter with [$]15[,
000] to settle all claims as to all defendants.”).
Between
February 8 and 12 of 2019, Mr. Crump and MTC exchanged emails
trying to reach an exact settlement amount. MTC inquired if
Mr. Crump could settle for $25, 000, and Mr. Crump answered
asking if MTC's counsel “could get [MTC] to [$]35[,
000].” Defs.' Opp'n Ex. 6, ECF No. 68-6. MTC
stated that it was “a real push to get to [$]25[, 000],
” but that it might be possible to get to $30, 000 if
that would settle the matter. Defs.' Opp'n Ex. 7, ECF
No. 68-7. At no point in this round of negotiations did
either party make any explicit statement that the settlement
was to be with respect to both Defendants, or that these
proposals were to deviate from the previously explicit global
settlement.
On
February 19, Mr. Crump replied, “My client has now
authorized me to settle his claim with respect to
MTC for . . . [$]30[, 000].” Pl.'s Mot.
Enforce Settlement Agreement (“Pl.'s Mot.”)
Ex. 2, ECF No. 63-2 (emphasis added). MTC accepted the
counteroffer and arranged to prepare a settlement agreement
for Mr. Crump's review. Pl.'s Mot. Ex. 3, ECF No.
63-3 (“Great, thanks for letting me know. Will prepare
an agreement and send to you for review.”). On March 5
at 11:32 am, MTC sent Mr. Crump a complete settlement
agreement that read in relevant part, “[t]his . . .
settlement agreement . . . is made and entered into by and
between David Golden . . . and Management Training
Corporation and Chugach Government Services, Inc.,
on their own behalves, and on behalf of their successors,
predecessors and assigns.” Defs.' Opp'n Ex. 10,
ECF No. 68-10 (emphasis added).
Mr.
Crump responded to MTC at 12:58 pm, asking why MTC had
included Chugach in the settlement agreement. Defs.'
Opp'n Ex. 11, ECF No. 68-11. Mr. Crump asserted that the
negotiations had only been between Mr. Golden and MTC, and
that the settlement was not with respect to all parties.
Defs.' Opp'n Ex. 11, ECF No. 68-11. Further, Mr.
Crump stated that Chugach's counsel had informed him that
Chugach would not be settling the case. Id. MTC
replied at 1:13 pm and asserted that since the beginning of
the settlement negotiations, the parties had been discussing
a global settlement. Defs.' Opp'n Ex. 12, ECF No.
68-12. During that exchange, MTC “made [it]
clear” that “there will be no settlement if all
defendants are not included.” Id.
At 1:30
pm, Mr. Crump reasserted that MTC had “made absolutely
no mention of a global settlement agreement” and that
MTC's “emails to [Mr. Crump did] not even mention a
global settlement.” Defs.' Opp'n Ex. 13, ECF
No. 68-13. In addition to these claims, Mr. Crump stated that
any allegation made by MTC that Mr. Crump was “walking
back anything is misplaced and not in good faith.”
Id.
At 2:31
pm, MTC replied, “Please see your 9/24/18 initial
demand, which explicitly propose[d] a global
settlement.”[1] Defs.' Opp'n Ex. 14, ECF No.
68-14. MTC continued, “We then countered globally, as
reflected in [the] email counters to you of 11/30 and 12/19,
each of which makes clear that the counters [MTC] were making
were to settle the case as to all defendants.”
Id. Mr. Crump replied two minutes later that he
would “get back to [MTC].” Id.
Chugach
responded to Mr. Crump's email two days later at 10:14 am
on March 7, expressing “surprise” at the position
Mr. Crump was taking. Defs.' Opp'n Ex. 16, ECF No.
68-16. Chugach stated that in the previous conversation
between Chugach and Mr. Crump, Mr. Crump had asked
“whether Chugach would contribute more than what [MTC]
had already put on the table for both defendants.”
Id.
Mr.
Crump replied to Chugach at 10:33 am, stating that Chugach
was “correct in [its] assertion.” Defs.'
Opp'n ...