United States District Court, D. Maryland, Southern Division
MEMORANDUM OPINION AND ORDER
W. Grimm United States District Judge.
Churchill and the Board of Education of Prince George's
County (the “Board”)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.
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. 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.
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. . . .
Grimm will issue LR 111 Order.
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.
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
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
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.
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.
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 ...