United States District Court, W.D. Pennsylvania
Christopher C. Conner, Chief Judge United States District
Virginia Spano and Susan Mizak allege that defendants Ohio
Hospice and Palliative Care, Paramount Hospice and Palliative
Care, and James Cox violated the Age Discrimination and
Employment Act, 29 U.S.C. § 621 et seq., and
the Pennsylvania Wage Payment and Collection Law, 43 Pa.
Stat. and Cons. Stat. Ann. § 260.1 et seq.
Plaintiffs now seek to enforce a purported settlement
the close of discovery, the parties engaged in settlement
negotiations. In an email dated June 14, 2019,
defendants' counsel offered to settle plaintiffs'
claims for $5, 000, including fees, costs, and a
confidentiality requirement, in exchange for a “general
release.” (Doc. 79-3). On July 3, 2019, plaintiffs'
My Clients have instructed me to accept the offer to settle
their claims for $5000.00 in consideration for a General
Release. This acceptance is made with the understanding that
this will include full withdrawal of any and all
counterclaims, as well as withdrawal of the private criminal
complaint filed with the Allegheny County District
Attorney's Office. This is contingent upon the full
dismissal of any and all of the disputed criminal charges
filed by Mr. Cox against Virginia Spano, resulting from the
disputed and actionable claims made by Mr. Cox. Please
provide a copy of the proposed General Release, and I will
notify the Court.
(Doc. 79-4). On July 5, 2019, defendants' counsel
rejoined that its settlement offer was not intended to
release defendants' counterclaims. (Doc. 79-5). Counsel
also noted that criminal charges fall within the District
Attorney's jurisdiction and are not dismissed by any
agreement between the private parties. (Id.)
Finally, counsel stated that defendants were construing
plaintiffs' response as a counteroffer, not an acceptance
of their original offer. (Id.)
responded by filing the instant motion for enforcement of
settlement agreement. (Docs. 79). The motion is briefed and
ripe for disposition.
courts have inherent power to enforce and consider challenges
to settlement agreements. Fox v. Consol. Rail Corp.,
739 F.2d 929, 932 (3d Cir. 1984) (citation omitted). The
standard for evaluating the validity of a settlement
agreement is similar to the summary judgment standard.
Tiernan v. Devoe, 923 F.2d 1024, 1031 (3d Cir.
1991). That is, treating the nonmovant's assertions as
true, we must determine whether the moving party is entitled
to enforcement of the agreement as a matter of law.
Id. at 1031-32.
seek to enforce a settlement agreement purportedly entered
into with defendants in July of 2019. Defendants claim no
agreement exists because plaintiffs' conditional
acceptance amounts to a counteroffer and does not create an
settlement agreement is a contract and is governed by
principles of state contract law. Mazzella v. Koken,
739 A.2d 531, 536 (Pa. 1999) (citations omitted). Settlement
agreements are enforceable only if the parties have a meeting
of the minds regarding material terms and subject matter.
Id. (citing Onyx Oils & Resins, Inc. v.
Moss, 80 A.2d 815, 817 (Pa. 1951)). Courts look to
objective indicators to determine whether both parties
manifested an intention to be bound. Am. Eagle Outfitters
v. Lyle & Scott, Ltd., 584 F.3d 575, 582 (3d Cir.
2009) (citing Ingrassia Constr. Co., Inc. v. Walsh,
486 A.2d 478, 483 (Pa. Super. Ct. 1984)).
enforceable contract requires an offer, acceptance, and
consideration. Muhammad v. Strassburger, McKenna, Messer,
Shilobod & Gutnick, 587 A.2d 1346, 1349 (Pa. 1991).
Acceptance of an offer must be “unconditional and
absolute.” O'Brien v. Nationwide Mut. Ins.
Co., 689 A.2d 254, 258-59 (Pa. Super. Ct. 1997) (quoting
Thomas A. Armbruster, Inc. v. Barron, 491 A.2d 882,
887 (Pa. Super. Ct. 1985)). A response that claims to accept
an offer yet materially changes its terms is not an
acceptance: it is a counteroffer that terminates the original
offer. First Home Sav. Bank, FSB v.
Nernberg, 648 A.2d 9, 15 (Pa. Super. Ct. 1994),
allocatur denied, 657 A.2d 491 (Pa. 1995) (citations
parties have not entered into an enforceable settlement
agreement. Defendants' counsel extended plaintiffs an
offer on June 14 to settle plaintiffs' claims for $5,
000-including fees, costs, and a promise of
confidentiality-in exchange for a “general
release.” (Doc. 79-3). Plaintiffs' response
purported to accept that offer, but acceptance was
“contingent upon the full dismissal of any and all of
the disputed criminal charges” filed by Defendant Cox
against Defendant Spano. (Doc. 79-4). Plaintiffs'
response-and its conditional acceptance- materially alters
the offer's terms and constitutes a counteroffer, not an
acceptance. Nernberg, 648 A.2d at 15. Their attempt
to accept defendants' offer violates the cardinal rule
that acceptance be “unconditional and absolute, ”
and thus does not create a binding contract.
O'Brien, 689 A.2d at 258-59 (citation omitted).
Moreover, defendants' July 5th response to
plaintiffs' attempted acceptance objectively demonstrates