United States District Court, E.D. Pennsylvania
GREGORY DIDONATO d/b/a SYNDICATED REPORTERS, INC.
U.S. LEGAL SUPPORT, INC. and JOSEPH J. SARACO
R. Padova, J.
Gregory DiDonato, d/b/a Syndicated Reporters, Inc., has
brought this action against U.S. Legal Support, Inc.
(“U.S. Legal”) and Joseph Saraco, asserting
claims arising out of a failed business arrangement between
DiDonato and U.S. Legal. Before the Court is U.S. Legal's
Motion for Summary Judgment. For the reasons that follow, we
grant the Motion in part and deny it in part.
2012, DiDonato and U.S. Legal began to discuss entering into
a business arrangement pursuant to which DiDonato, a court
reporter, would shutter his small court reporting agency,
Syndicated Reporters, Inc., and transfer his client list to
U.S. Legal in exchange for “commissions, first-call
status on certain assignments, and an expense
allowance.” (Concise Statement of Stipulated Material
Facts (“SMF”) ¶¶ 1, 3-4.) In June 2013,
DiDonato did not receive the minimum number of weekly
depositions from U.S. Legal that DiDonato claims he was
promised according to the parties' business arrangement.
(Id. ¶ 5.) Shortly thereafter, on July 10,
2013, U.S. Legal terminated its business relationship with
DiDonato. (Id. ¶ 6.)
2013, DiDonato retained Joseph Saraco as his counsel to
resolve a fee dispute that DiDonato had with U.S. Legal.
(DiDonato Aff. ¶ 3.) On July 18, 2013, Saraco sent an
e-mail to U.S. Legal that included the following:
I have been retained by Greg DiDonato to represent him in an
issue with fees due him for services provided to your company
. . . in particular with regard to World Trade Center
Litigation. . . . [T]here seems to be a valid claim that my
client is owed for fees he first credited to your company
under the belief and promise that he would be assigned more
work in the litigation. . . . Greg has authorized me to
undertake appropriate legal action to protect his interests .
. . .
(Pl.'s Concise Statement of Additional Facts Ex. B at
2-3; see also SMF ¶¶ 7-8; Hankey Decl.
¶¶ 5-6, Ex. A.) That e-mail was forwarded to David
Hankey, counsel for U.S. Legal, who subsequently spoke with
Saraco on several occasions in August and September 2013,
regarding resolution of DiDonato's claims. (Hankey Decl.
¶¶ 4, 7; SMF ¶ 9.)
did not give Saraco the authority to “negotiate, settle
or act on [DiDonato's] behalf regarding” any issue
other than the limited fee dispute between DiDonato and U.S.
Legal at any time prior to November 13, 2014. (DiDonato Aff.
¶ 9.) Nonetheless, on September 25, 2013, Saraco
represented to Hankey “that he had authority from
DiDonato to agree to a settlement whereby DiDonato would
accept, in full satisfaction of all of his claims against
U.S. Legal, the amount of $4, 000.00; in exchange for this
payment, DiDonato would grant U.S. Legal Support a general
release.” (Hankey Decl. ¶ 8.) Hankey drafted an
agreement reflecting these settlement terms (the
“Settlement Agreement”), and e-mailed it to
Saraco on September 26, 2013. (Id. ¶ 9, Ex. B;
SMF ¶ 10, Ex. A.) On September 30, 2013, Saraco
responded to U.S. Legal via e-mail, stating, “[t]his
looks fine. . . . I will have it executed and sent to you
asap.” (SMF ¶ 11 (quotation marks omitted).)
However, when Saraco sent this e-mail to U.S. Legal, he knew
that DiDonato had not authorized him to execute a general
release in favor of U.S. Legal in exchange for a $4, 000.00
payment. (Id. ¶ 12.)
October 18, 2013, Saraco sent a “Hold Harmless
Agreement” to DiDonato, advising him that it contained
all of the material terms of the Settlement Agreement that he
had negotiated between DiDonato and U.S. Legal. (Id.
¶ 13, Ex. B.) That same day, intending to be bound by
the terms set forth in the Hold Harmless Agreement, DiDonato
executed the Hold Harmless Agreement and returned it to
Saraco. (Id. ¶ 14; DiDonato Aff. ¶ 5.) The
Hold Harmless Agreement states that U.S. Legal will make a
$4, 000.00 payment to DiDonato to “settle the dispute
between the parties concerning monies due from U.S. Legal
Support to DiDonato for services rendered by DiDonato on
behalf of U.S. Legal Support.” (SMF Ex. B ¶ 111
a.-b.) It then states that in exchange for this payment,
DiDonato “agree[d] to cease and withdraw any legal
action filed against U.S. Legal Support on these issues and
not  partake in any further legal action or claims against
U.S. Legal Support concerning these and only these
issues.” (Id. Ex. B. ¶ III.c.) However,
the Settlement Agreement does not contain these
terms. (Compare Id. Ex. A with id. Ex. B.)
October 21, 2013, Saraco faxed to U.S. Legal a copy of the
Settlement Agreement that appeared to bear DiDonato's
signature. (Id. ¶ 15; see also id.
¶ 16; Hankey Decl. ¶ 11.) DiDonato's signature
on the Settlement Agreement was “forged by Saraco
without DiDonato's knowledge or approval.” (SMF
¶ 25.) In fact, DiDonato neither saw nor received a copy
of the Settlement Agreement before Saraco submitted it to
U.S. Legal and he had not signed it. (Id. ¶
16.) On October 23, 2013, Hankey informed Saraco that he had
forwarded the Settlement Agreement to U.S. Legal's
headquarters. (Id. ¶ 17; Hankey Decl. ¶
12.) He also told Saraco that because U.S. Legal had a W-9
for Syndicated Reporters, Inc., but did not have a W-9 for
DiDonato, U.S. Legal “would either have to issue the
check to Syndicated Reporters or obtain a new W-9 for
DiDonato.” (SMF ¶ 17; Hankey Decl. ¶ 12.)
When Saraco responded, he asked Hankey if U.S. Legal could
issue the payment to both himself and DiDonato. (SMF ¶
18.) Hankey “then informed Saraco that, in order to
process such a payment, U.S. Legal Support would require a
W-9 for [Saraco] as well.” (Hankey Decl. ¶ 13, Ex.
E.) On October 24, 2013, Saraco provided a completed W-9 to
U.S. Legal and again requested that U.S. Legal issue payment
to DiDonato and himself. (SMF ¶ 19.) Later that day,
Hankey informed Saraco that U.S. Legal would also need a
signed authorization from DiDonato in order to issue the
settlement payment jointly, to which Saraco responded
“I will secure the note you requested and send [it] to
you.” (Id. ¶¶ 20-21; Hankey Decl.
¶¶ 15-16, Ex. H.)
October 28, 2013, Saraco faxed a note to Hankey that Saraco
represented had been signed by DiDonato. (SMF ¶ 22.) The
note stated, “[p]lease allow this to confirm that I
authorize the $4000.00 settlement in this matter, Gregory
DiDonato and Syndicated Reports vs. U.S. Legal Support, may
be issued to myself and my attorney Joseph J. Saraco,
Esquire.” (Id. ¶ 22; Hankey Decl. ¶
17, Ex. I.) On October 29, 2013, U.S. Legal mailed a letter
directly to DiDonato, which stated:
Enclosed is a fully executed Settlement Agreement by and
between U.S. Legal . . . and Gregory DiDonato . . . . In
addition, [enclosed] is a check made payable to both
Syndicated Reporters, Inc. and Joseph J. Saraco (as per your
request) in the amount of $4, 000 in accordance with said
¶ 24, Ex. C (third alteration in original) (quotation
marks omitted).) DiDonato received this letter on November 4,
2013, along with a copy of the Settlement Agreement
purporting to incorporate DiDonato's signature, and a
check in the amount of $4, 000.00. (Id. ¶¶
25-26.) Immediately thereafter, DiDonato emailed the letter
and its enclosures to Saraco, stating, “Joe, got this
today. The agreement is not what I signed that you sent.
Advise.” (Id. ¶ 27, Ex. D.) The next day,
Saraco responded as follows:
This is not our agreement. Not sure what they are trying to
pull except that they are worried about you with the next
battle. I have a good relationship with the attorney, and
this was clearly not sent by him, so I will reach out to him
today and give you a call. Meanwhile, you have the check so
let's get that deposited. That should have been payable
to you only.
(Id. ¶ 28, Ex. D.) DiDonato then asked Saraco
if depositing the $4, 000.00 check would constitute consent
to the Settlement Agreement. (Id. ¶ 29, Ex. D.)
Saraco responded that it “‘will not be seen as
consent to anything other than this particular
case.'” (Id. ¶ 30 (quoting Ex. D).)
After receiving ...