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Churchill v. Prince George's County Public Schools

United States District Court, D. Maryland, Southern Division

February 11, 2019

JIRA CHURCHILL, Plaintiff,
v.
PRINCE GEORGE'S COUNTY PUBLIC SCHOOLS, Defendant.

          MEMORANDUM OPINION AND ORDER

          Paul W. Grimm United States District Judge.

         Jira Churchill and the Board of Education of Prince George's County (the “Board”)[1]participated in a settlement conference before Judge Sullivan on April 18, 2018 and signed a term sheet (“Term Sheet”) at the end of the settlement conference. Term Sheet, ECF No. 32 (under seal). They agree that they reached a settlement of this employment discrimination suit that day. Def.'s Mot. ¶ 2, ECF No. 31 (stating that, “[a]t the conclusion of that Settlement Conference, . . . the parties agreed to settle the instant litigation, and they memorialized the material terms of their agreement in a writing signed by Plaintiff, an authorized representative for the Board, and Magistrate Judge Sullivan (the ‘Term Sheet')”); Pl.'s Opp'n 1, ECF No. 36 (insisting that “the Term Sheet was the settlement agreement”). The Term Sheet provided that the “parties [would] prepare terms of the settlement agreement including full and final release of all claims.” Id. Churchill acknowledges that she agreed to release all claims against the Board, Pl.'s Opp'n 1, and she has provided a Declaration to that effect. Churchill Decl. ¶ 10, ECF No. 36-1. But she has refused to sign the settlement agreements the Board has drafted, insisting that they exceed the scope of the parties' agreement. Pl.'s Opp'n 1.

         The Board seeks to enforce the settlement agreement and asks the Court to compel Churchill to sign their latest draft settlement agreement (“Final Draft Settlement Agreement”). Def.'s Mot. 6.[2] Clearly, the parties reached an agreement. But, their agreement did not include all of the terms in the Final Draft Settlement Agreement, which also includes a confidentiality clause. Therefore, I will grant the Board's motion insofar as it seeks to enforce the settlement agreement that the parties did reach. I will not compel Churchill to sign the Final Draft Settlement Agreement but rather will enforce the parties' agreement as memorialized in the Term Sheet. The Board's motion is granted in part and denied in part.

         Background

         The Term Sheet that Churchill and the Board signed before Judge Sullivan on April 18, 2018 provided for compensation to Churchill and, among other terms, it stated:

Parties to prepare terms of the settlement agreement including full and final release of all claims. Settlement to include provision for training at Duval High School and Thurgood Marshall Middle School by [Board] on safety and inclusion in the school environment for LGBTQ students to be completed by December 2018 with certification sent from [Board] to plaintiff's counsel. . . .

         Judge Grimm will issue LR 111 Order.

         Term Sheet, ECF No. 32 (under seal); see Def.'s Mot. ¶ 2 (quoting above provisions of Term Sheet). I dismissed the case on April 19, 2018, based on notice of their settlement agreement, without prejudice to the right of either party to move to reopen for good cause. Loc. R. 111 Order, ECF No. 29.

         The Board emailed Plaintiff a draft settlement agreement that, in its view, “incorporated the material terms of the Term Sheet and included other boilerplate language.” Def.'s Mot. ¶ 4; see ECF No. 32-1. Churchill rejected the proposed training identified in the draft agreement, and the Board revised the draft to include instead a training that Churchill proposed. Def.'s Mot. ¶ 5. But, Churchill still would not sign. Id. ¶ 6; see Pl.'s Mot. to Reopen, ECF No. 30. Instead, she filed a Motion to Reopen Mediation on May 1, 2018, noting that “[t]he Court was notified that settlement had been obtained” and stating that “good cause exists” for reopening the case “to address issues arising post-mediation, which require [Judge Sullivan's] assistance.” Pl.'s Mot to Reopen 1. The motion, filed in violation of the Letter Order regarding the Filing of Motions, ECF No. 3, did not include a memorandum in support, as required by this Court's Local Rule 105.1, or otherwise identify the “good cause” that would justify reopening the case.

         Judge Sullivan denied the motion in a May 10, 2018 letter to the parties, in which he stated that “[a]ll of the terms of the settlement agreement (including the amount of compensation to be paid to the plaintiff) were negotiated, fully discussed, and reduced to writing in a material term sheet that all parties signed at the conclusion of the settlement conference.” May 10, 2018 Ltr., ECF No. 31-4 (emphasis added). He observed that there had been “a meeting of the minds and an agreement as to the material terms of the settlement in this case” and that it “not [be] appropriate for this Court to reopen the settlement conference.” Id.

         Thereafter, the Board asked Churchill again to sign the draft agreement, May 10, 2018 Email, ECF No. 31-5, and she refused, insisting that she had signed the Term Sheet and did not have to sign anything else. May 14-16, 2018 Emails, ECF No. 32-3. The Board drafted a revised agreement (“Final Draft Settlement Agreement”) that, in its view, “essentially reduc[ed] it to the terms of the Term Sheet, ” but Churchill would not sign. Def.'s Mot. ¶ 9.

         The Board then filed a Motion to Enforce Settlement Agreement, ECF No. 31. As noted, it asks the Court to “[e]nter an Order enforcing the Term Sheet” and to “compel[] Plaintiff to execute the Final Draft Settlement Agreement.” Def.'s Mot. 6. Churchill insists that she “was repeatedly informed by Judge Sullivan that the Term Sheet was the settlement agreement” and that “any other agreement would concern non-material terms, ” and on that basis she refuses to sign the Final Draft Settlement Agreement, which contains “a confidentiality provision that . . . is not a provision to which Ms. Churchill agreed.” Pl.'s Opp'n 1, 2. She acknowledges that “she has released her claims against the Board” and argues that “no separate release is required.” Id. at 1. And, she has filed a Declaration in which she states: “I understood at the time I signed the Term Sheet that I was releasing any legal claims I had against the Board as of the date of signing.” Churchill Decl. ¶ 10.

         Discussion

         A district court has “inherent authority, deriving from [its] equity power, to enforce settlement agreements.” Hensley v. Alcon Labs, Inc., 277 F.3d 535, 540 (4th Cir. 2002) (explaining that “resolution of a motion to enforce a settlement agreement . . . may be accomplished within the context of the underlying litigation without the need for a new complaint, ” even though the motion “draws on standard contract principles”). The question of whether to enforce a settlement agreement is governed by “standard contract principles, ” because a settlement agreement is nothing more nor less than a contract. See Topiwala v. Wessell, 509 Fed.Appx. 184, 186 (4th Cir. 2013) (per curiam); see Hayward v. Brown, No. PWG-15-3381, 2017 WL 2117364, at *2 (D. Md. May 16, 2017) (“Under Maryland law, ‘[s]ettlement agreements are enforceable as independent contracts, subject to the same general rules of construction that apply to other contracts.'” (quoting Maslow v. Vanguri, 896 A.2d 408, 419 (Md. Ct. Spec. App. 2006))), aff'd, 696 Fed.Appx. 102 (4th Cir. 2017) (per curiam). Ordinarily, as a matter of Maryland contract law, a party seeking to enforce a ...


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