United States District Court, D. Maryland, Northern Division
Deborah L. Boardman United States Magistrate Judge
Rentals, Inc. (“Sunbelt”) initiated this
litigation after Verticon, Inc. (“Verticon”)
failed to pay for construction equipment that it rented from
Sunbelt. Compl., ECF No. 1. In its Complaint, it sought $152,
165.22 from Verticon for breach of contract. Id. It
moved for partial summary judgment in the amount of $142,
410.16, arguing that the lesser sum was undisputed. Pl.'s
Mot., ECF No. 31; Pl.'s Mem. 4, 6, ECF No.
The parties then asked the Court to defer resolution of the
motion, ECF No. 39, and they entered into an agreement
(“Settlement Agreement”) to settle the claim for
$135, 920.92, with payments to come from Verticon and three
sureties, Sett. Agr., ECF No. 54-1. Two months later, after
receiving only $68, 952.92, Sunbelt renewed its dispositive
motion, stating that it still sought $73, 457.24, the unpaid
balance of the $142, 410.16 it originally sought on summary
judgment. Pl.'s Supp., ECF No. 53. Verticon concedes that
payments under the Settlement Agreement are incomplete.
Def.'s Resp., ECF No. 54. But in its view, the Court
should not enter judgment against it; rather, the Court
should enforce the Settlement Agreement, obligating Verticon
to pay the remainder of the $135, 920.92 it agreed to pay in
settlement of the case (that is, $6, 489.24 less than Sunbelt
seeks). Id. In its response, Verticon asked for an
extension of time to complete its payments. Id.
construed Verticon's request as a motion to enforce the
Settlement Agreement. ECF No. 58. The parties fully briefed
Sunbelt's motion for partial summary judgment and
Verticon's motion to enforce the Settlement Agreement.
ECF Nos. 31, 32, 53, 54, 57, 59. A hearing is not necessary.
See Loc. R. 105.6. Because Verticon has neither
performed all of its material contractual obligations nor
shown that its performance should be excused, it cannot
enforce the Settlement Agreement. See Hubler Rentals,
Inc. v. Roadway Exp., Inc., 637 F.2d 257, 260-61 (4th
Cir. 1981). Further, Sunbelt is entitled to judgment as a
matter of law because the material facts are undisputed.
Therefore, I will grant Sunbelt's motion for partial
summary judgment and enter judgment in Sunbelt's favor
for the unpaid balance of the $142, 410.16 it originally
sought on summary judgment.
to the Settlement Agreement, Verticon agreed to pay Sunbelt
$135, 920.92 “in full on [or] before June 30, 2019,
time being of the essence.” Sett. Agr. ¶ 1. Three
sureties were expected to make payments toward this total,
with Fidelity & Deposit Co. of Maryland/Cooper Material
Handling Co. (“Cooper”) paying $66, 968.00; FCCI
Insurance Co. (“FCCI”) paying $48, 348.34; and
Aegis Security Insurance Co. (“Aegis”) paying $5,
604.58. Id. ¶ 2. Verticon was responsible for
securing these payments and paying $15, 000.00 itself.
Id. ¶¶ 1-2. In exchange for “timely
payment in full, ” Sunbelt agreed to dismiss all of its
claims in this litigation with prejudice. Id. ¶
received $15, 000.00 from Verticon, $48, 348.34 from FCCI,
and $5, 604.58 from Aegis before the June 30, 2019 deadline.
Checks, ECF No. 54-1, at 3, 6, 9. To secure payment from
Cooper in satisfaction of the Settlement Agreement, the
parties extended the deadline repeatedly, first to July 8,
2019, then to July 15, 2019, and then to July 22, 2019, ECF
Nos. 45-50. Yet, as of August 8, 2019, Sunbelt still had not
received Cooper's payment. Pl.'s Supp. 1. The parties
did not agree to extend the deadline beyond July 22, 2019,
and therefore Verticon's timely payment totaled only $68,
952.92, or just over half of the $135, 920.92 due.
August 22, 2019, Verticon asked the Court for “an
additional fifteen (15) days to tender the remaining payments
to Sunbelt.” Def.'s Resp. ¶ 7. According to
Verticon, Cooper had “rescinded its agreement to make
the payment, ” and Verticon had “been negotiating
a resolution to this dispute within a dispute” with
Cooper. Id. ¶¶ 4-5. Verticon and Cooper
“reached a compromise” on August 22, 2019, under
which Cooper would “issue a payment for $35, 000 to be
tendered to Sunbelt Rentals, Inc.” Id. ¶
5. Notably, if Cooper remitted a payment of $35, 000.00 to
Sunbelt, Verticon still would be responsible for the
remaining $31, 968.00 due under the Settlement Agreement.
See Sett. Agr. ¶ 2.
Court did not address the request for additional time, and
Verticon did not complete its payments due under the
Settlement Agreement within fifteen days of its August 22,
2019 request. Indeed, it is unclear whether Sunbelt ever
received the $35, 000.00 payment from Cooper following the
August “compromise.” See Status Rept.,
ECF No. 56; Pl.'s Reply & Opp'n, ECF No. 57;
Def.'s Reply, ECF No. 59. On October 18, 2019, almost two
months after Cooper was supposed to have paid $35, 000.00,
Sunbelt reported that Verticon was “scheduled to
receive a sign off on the final punch list October 22, 2019,
which [would] trigger Cooper Materials to release to Sunbelt
an additional $35, 000.” Status Rept.
(emphasis added). The status report did not state whether
Cooper already had made a payment to Sunbelt, or whether the
anticipated payment was simply “additional” to
the payments Sunbelt had received from the other sureties and
Verticon. I directed Verticon to address its authority to
enforce the Settlement Agreement and to notify the Court of
the amount paid to Sunbelt to date. Ltr. Order, ECF No. 58.
November 13, 2019 reply, Verticon stated that it had
“been attempting to conclude a newly arisen punch list
in order to get its prime contractor to release additional
funds to Sunbelt” and that when Verticon
“finish[ed] the punch list on Thursday, November 14,
2019, . . . Cooper Materials will authorize another
check for $35, 000 directly to Sunbelt.” Def.'s
Reply ¶¶ 2-3 (emphasis added). As noted,
Sunbelt's October 18, 2019 status report similarly
referenced an “additional $35, 000” it expected
Cooper to pay. It is unclear to the Court from either filing
whether Cooper had remitted an earlier payment of $35, 000.00
pursuant to the August 22, 2019 compromise, or whether
Sunbelt only had received other checks from the other
sureties and Verticon. Of course, if Cooper had submitted two
$35, 000.00 checks, then Sunbelt would have received almost
$2, 032.00 more than was due under the Settlement Agreement,
which is highly unlikely. Regardless, it is clear that
Sunbelt received only a little more than half of the amount
due by the July 22, 2019 deadline and, more than four months
later, it still has not received the entirety of the $73,
457.24 it seeks in its summary judgment motion, as
supplemented. Pl.'s Supp.
to Enforce Settlement Agreement
asks the Court to enforce the Settlement Agreement instead of
entering judgment against it, so that it will have to pay the
remainder of the $135, 920.92 due under the Settlement
Agreement, but not the remainder of the greater amount
Sunbelt seeks in its motion for partial summary judgment.
Def.'s Resp. ¶ 8. Sunbelt counters that Verticon, as
the defaulting party, cannot ask the Court to enforce the
Settlement Agreement. Pl.'s Reply & Opp'n 2.
Verticon insists that it can, given that “Ageis, FCCI,
and Verticon all made their proportionate payments under the
agreement” and Verticon has diligently sought to spur
its co-payor into action and has been attempting to conclude
a newly arisen punch list in order to get its prime
contractor to release additional funds to Sunbelt.”
Def.'s Reply ¶¶ 1, 2; see Id. ¶ 4
(“Verticon has not ignored the balance, but instead has
worked diligently to acquire the funds from the appropriate
the parties to litigation in federal court reach an agreement
to settle the case, the district court has “inherent
authority, deriving from [its] equity power, to enforce [the]
settlement agreement, ” and it may do so on a motion
to enforce the settlement agreement filed in the underlying
litigation. Hensley v. Alcon Labs, Inc., 277 F.3d
535, 540 (4th Cir. 2002); see Smith v. Montgomery Cty.,
Md., No. PWG-17-3122, 2019 WL 1130156, at *3 (D. Md.
Mar. 12, 2019). A motion to enforce a settlement agreement is
tantamount to “an action for specific performance of a
contract.” Amaya Diaz v. Pho Eatery, Inc., No.
DKC-17-2968, 2019 WL 5102696, at *1 (D. Md. Oct. 11, 2019)
(quoting United States ex rel. McDermitt, Inc. v.
Centex-Simpson Constr. Co., 34 F.Supp.2d 397, 399 (N.D.
W.Va. 1999), aff'd sub nom. United States v.
Centex-Simpson Constr., 203 F.3d 824 (4th Cir. 2000)).
Thus, “to enforce the settlement agreement, the court
must 1) find that the parties reached a complete agreement
and 2) must be able to determine that agreement's terms
and conditions.” Id. (citing Hensley,
277 F.3d at 540- 41). Under Maryland law,  the court applies
“the same general rules of construction that apply to
other contracts.” Trs. of Iron Workers Local Union
No. 5 & Iron Workers Employers Ass'n, Employee
Pension Tr. v. Moxy Misc. Metals, LLC, No. PWG-17-3285,
2019 WL 4536514, at *1 (D. Md. Sept. 19, 2019) (quoting
Maslow v. Vanguri, 896 A.2d 408, 419 (Md. Ct. Spec.
App. 2006)). Accordingly, there must be offer, acceptance,
and mutual consideration for an agreement to exist.
Id. (citing CTI/DC, Inc. v. Selective Ins. Co.
of Am., 392 F.3d 114, 123 (4th Cir. 2004) (elements of
contract under Maryland law)). Provided that there is no
“substantial factual dispute over either the
agreement's existence or its terms, ” the court
does not need to hold an evidentiary hearing. Id.
(quoting Swift v. Frontier Airlines, Inc., 636
Fed.Appx. 153, 156 (4th Cir. 2016)); see also Loc.
the party seeking to enforce the agreement “must first
prove his own performance, or an excuse for nonperformance,
in order to recover for any breach by the opposing
party.” Hubler Rentals, Inc. v. Roadway Exp.,
Inc., 637 F.2d 257, 260-61 (4th Cir. 1981) (discussing
Maryland law); see also Collins/Snoops Assocs., Inc. v.
CJF, LLC, 988 A.2d 49, 57 (Md. Ct. Spec. App. 2010)
(“On a claim for breach of contract, the plaintiff (or
counterplaintiff) asserting the claim for damages bears the
burden of proving all elements of the cause of action,
including plaintiff's own performance of all material
contractual obligations.”). Thus, the issue is whether
Verticon's partial payment qualified as performance of
all of its material obligations under the contract or, if
not, whether its nonperformance should be excused.
breach of contract will be deemed material if it affects the
purpose of the contract in an important or vital way.”
Sachs v. Regal Sav. Bank, 705 A.2d 1, 4 (Md. Ct.
Spec. App. 1998), aff'd sub nom. Regal Sav. Bank, FSB
v. Sachs, 722 A.2d 377 (Md. 1999). Generally,
“[w]hether a breach is considered material is a
question of fact” for the fact-finder. Publish Am.,
LLP v. Stern, 84 A.3d 237, 249 (Md. Ct. Spec. App.
2014). But, if “the question is ‘so clear that a
decision can properly be given only one way, '”
then “‘the court may properly decide the matter
as if it were a question of law.'” Id.
(quoting Speed v. Bailey, 139 A. 534 (Md. 1927)).
For example, “[a] contractual requirement that is
‘of the essence' means that it is ‘so
important that if the requirement is not met, the promisor
will be held to have breached the contract and a rescission
by the ...