IN RE: ASBESTOS PRODUCTS LIABILITY LITIGATION (No. VI) MICHELLE TAYLOR, Administrator c/t/a of the Estate of Ronald Taylor and Marie Taylor (Plaintiff),
GENERAL ELECTRIC COMPANY, et al. (Defendants)
REPORT AND RECOMMENDATION
DAVID R. STRAWBRIDGE, Magistrate Judge.
Before the Court is "Plaintiff's Motion to Enforce Settlement Agreement" ("Pl. Mot.") (Doc. 35) and Defendant's Response ("Def. Resp.") (Doc. 37) thereto. The matter is now ripe for resolution, and pursuant to Judge Robreno's March 18, 2013, Order of Reference (Doc. 36), we submit our recommendations for its disposition.
Plaintiff asserts that the material terms of a settlement have been agreed upon and that "Buffalo Pumps would pay and the Plaintiffs would accept a sum certain and the case would be dismissed." (Pl. Mot. at 4.) Defendant does not question whether there was an agreement about the sums to be paid but has taken the position that it is unable, or at least unwilling, to tender the agreed sum without the release of the spousal plaintiff, Marie Taylor's ("Mrs. Taylor") social security number ("SSN"). (Def. Resp. at 6.) Defendant contends that production of Mrs. Taylor's SSN is necessary in order for it to comply with the Medicare Secondary Payer Act ("MSPA"), which requires Buffalo Pumps ("Buffalo") to report the settlement to the Department of Health and Human Services ("DHHS"). (Def. Resp. at 6.) Plaintiff maintains that the reporting of this information is not required under the MSPA in that Mrs. Taylor's claim is for loss of consortium only and would not implicate any past, present, or future Medicare covered claims. (Pl. Mot. at 5.) For the reasons set out within, we conclude that the providing of Mrs. Taylor's SSN is a material term, which was not agreed upon by the parties. Accordingly, we are unable to grant Plaintiff's motion.
Connecticut law provides that the court "has the inherent power to enforce summarily a settlement agreement as a matter of law when the terms of the agreement are clear and unambiguous " and when the parties do not dispute the terms. Audubon Parking Associates Ltd. P'ship v. Barclay & Stubbs, Inc., 626 A.2d 729, 733 (Conn. 1993); (citing Gatz v. Southwest Bank of Omaha, 836 F.2d 1089, 1095 (8th Cir. 1988)) (emphasis added).
It is well established that to form a valid and binding contract there must be a "mutual understanding of the terms that are definite and certain between the parties" and it must be based upon "an identical understanding by the parties." L &R Realty v. Conn. Nat'l Bank, 732 A.2d 181, 188 (Conn.App. 1999) (internal citations and quotations omitted). "So long as any essential matters are left open for further consideration, the contract is not complete." Id. The determination of whether a term is essential to a contract "turns on the particular circumstances of each case." 111 Whitney Avenue, Inc. v. Comm'r of Mental Retardation, 802 A.2d 117, 123 (Conn.App. Ct. 2002) (internal quotation omitted). "The party seeking enforcement of the purported agreement must be able to establish that the terms of that agreement were clear and that all parties at one point in time had in fact agreed upon them." Hackley v. Garofano, No. XXXXXXXXXS, 2010 WL 3025597, *4 (Conn. Super. Ct. July 1, 2010); see also Suffield Dev. Associates Ltd. P'ship v. Soc'y for Savings, 708 A.2d 1361, 1366 (Conn. 1998) (where a purported agreement contained only statement of some essential features of proposed contract and not complete statement of all essential terms, plaintiff failed to prove existence of agreement).
In order to resolve the issue set out in Plaintiff's motion, we must determine whether the parties agreed upon the essential terms and whether those terms are clear and unambiguous. In doing so, we consider the narrow question raised by this motion - whether Defendant, Buffalo (or its liability insurer), is obligated to report a settlement " with a Medicare Beneficiary to DHHS pursuant to 42 U.S.C. 1395y(b)(8)(A)" and if so, whether we should therefore "enforce the settlement language requiring the disclosure of... the consortium claimant's social security number." (Def. Resp. at 6) (emphasis added.) Buffalo maintains that under Section 111, the mandatory reporting section of the Medicare, Medicaid, and SCIP Extension Act of 2007 ("MMSEA"), "primary plans must report settlements... where the claimant is a Medicare beneficiary and medicals are claimed and/or released or the settlement  has the effect of releasing medicals." (Def. Resp. at 8) (emphasis added) (citing CMS User Guide, Version 3.4, Ch. IV, July 3, 2012, pg. 31.) Plaintiff maintains that Buffalo does not have that obligation in that Medicare reporting is only required for "Medicare beneficiaries or claimants for whom payment of medical bills has been made or can reasonably be expected to be made by a third party." (Pl. Mot. at 5.) Mrs. Taylor contends that her consortium claim is not and could not be for any medical related issues, and asserts that Connecticut law does not permit damages on behalf of the spouse of an injured party. Id. In that the parties have made it so, we deem the question of whether Mrs. Taylor has to provide her SSN to Buffalo under these circumstances to be essential.
The MMSEA was signed into law in December 2007. See Pub.L. No. 110-173; (codified in relevant part as 42 U.S.C. § 1395y(b)(7) and (8)). Section 111 of the Act added new mandatory reporting obligations to the MSPA, which requires group health plans, liability insurers, and self-insurers to provide detailed information regarding all liability settlements. See Hackley, 2010 WL 3025597 at *3. This provision states,
(8) Required submission of information by or on behalf of liability insurance (including self-insurance), no fault insurance, and workers' compensation laws and plans
On and after the first day of the first calendar quarter beginning after the date that is 18 months after December 29, 2007, an applicable plan shall-
(i) determine whether a claimant (including an individual whose claim is unresolved) is entitled to benefits under the program under this subchapter on any basis; and
(ii) if the claimant is determined to be so entitled, submit the information described in subparagraph (B) with respect to the claimant to the Secretary in a form and manner ...