The opinion
UNITED STATES DISTRICT COURT
MIDDLE DISTRICT OF TENNESSEE
NASHVILLE DIVISION
JENNIFER REED and )
JOSE LUIS GARCIA TALENTINO )
Plaintiffs, ) Civil Action No. 3:18-cv-819
) Judge Richardson/Frensley
v. )
)
YOUNG HO KIM and UN JUNG KIM )
Defendants. )
REPORT AND RECOMMENDATION
Pending before the Court is Plaintiffs’ Motion to Enforce the Settlement Agreement
(Docket No. 35) with supporting Memorandum of Law (Docket No. 36). The matter was referred
to the undersigned for decision and to order, if appropriate, a settlement conference with another
judge or outside mediator. Docket No. 42. For the reasons stated herein, the undersigned
recommends that the Plaintiffs’ Motions to Enforce Settlement Agreement (Docket No. 35) be
GRANTED.
PROCEDURAL HISTORY
Plaintiffs brought this action pursuant to the Fair Labor Standards Act (“FLSA”) asserting
they were entitled to wages for services performed for Defendants as maintenance workers at the
Lexington Garden Apartments and other locations as directed by Defendants. Docket No. 1. The
Parties participated in a judicial settlement conference in this matter and though failing to resolve
the claims agreed to continue their negotiations. Docket No. 19. As a result of those negotiations
the Parties reached an agreement to resolve this matter. Docket No. 36-1. However, prior to
execution of the agreement, Defendants’ counsel moved to withdraw. Docket No. 31. Plaintiffs
thereafter filed the instant Motion to Enforce Settlement Agreement (Docket No. 35) and
supporting Memorandum of Law (Docket No. 36).
Counsel for Defendants filed a response to the Motion to Enforce Settlement Agreement
wherein he admitted the authenticity of exhibits attached to the Plaintiffs’ Motion to Enforce the
Settlement and contends that notwithstanding; there was no “meeting of the minds and no final
agreement was reached.” Docket No. 39. Plaintiffs filed a Reply indicating that they had not
refused to execute the agreement as written and the proposed term of confidentiality upon which
Defendants’ counsel suggests that there was no agreement may not be permissible as a matter of
law. Docket No. 40.
Counsel for Defendants filed a reply brief indicating he consulted with the Tennessee
Board of Professional Responsibility and that his previously filed Motion to Withdraw was proper
under R. P. C. 1.16(b)(4), R. P. C. 1.16(b)(6), or R. P. C. 1.16(b)(7). Docket No. 38. The Court
thereafter granted counsel’s Motion to Withdraw and allowed Defendants until October 7, 2019
within which to obtain other counsel or be deemed to be proceeding pro se. Docket No. 41.
Plaintiffs’ Motion was thereafter referred to the undersigned. Docket No. 42.
A hearing was set for December 20, 2019, which was cancelled when the pro se Defendants
contacted chambers to advise that they were sick and unable to attend the hearing. Plaintiffs
thereafter filed a Renewed Motion to Enforce the Settlement Agreement or Reschedule the
previously set hearing. Docket No. 46. The Motion to Reschedule the hearing was granted and a
hearing was held on January 24, 2020. Docket No. 47. The Parties discussed their respective
positions and were given further opportunity to reach an agreed disposition. The Court also
established a briefing schedule for Defendants to file a substantive response to Plaintiffs’ Motion
and Plaintiffs were given the opportunity to file a Reply. Docket No. 49.
Defendants filed a Response in Opposition to the Plaintiffs’ Motion to Enforce Settlement.
Docket No. 50. In their response, the pro se Defendants contend that while they are willing to settle
the case the Court should not bind them to the agreement because their former counsel did not
include certain “conditions” upon which the agreement was contingent. Docket No. 50. As a result,
because the Defendants did not approve the settlement offer communicated by counsel, the Court
should deny the Plaintiffs’ motion. Id.
Plaintiffs have filed a Reply in which they contend the Defendants’ efforts to repudiate the
agreement made by their attorney are not credible and the Court should enforce the settlement by
entering judgment in Plaintiffs’ favor. Docket No. 51. The matter is now ready for decision.
FACTUAL BACKGROUND
The pleadings establish the Parties engaged in various settlement negotiations during the
pendency of this matter. Docket No. 51-1, 2. At all relevant times during these negotiations both
Plaintiffs and Defendants were represented by counsel Id. Through counsel, the Plaintiffs accepted
Defendants’ settlement offer (Docket No. 36-1) and Defendants’ counsel prepared a draft
settlement agreement which he provided to Plaintiffs’ counsel (Docket No. 36-3). Notwithstanding
the agreement reached between the parties and the multiple communications between counsel for
the Parties, the Defendants refused to execute the settlement agreement and now contend that the
agreement did not include certain conditions they allegedly communicated to their prior counsel
and therefore the Court should deny Plaintiffs’ Motion to Enforce the Agreement.
ANALYSIS
The Sixth Circuit recognizes that district courts have “broad, inherent authority and
equitable power” to enforce settlement agreements. Bostick Foundry Co. v. Lindberg, a Division
of Sola Basic Industries Inc., 797 F. 2d 280, 282-83 (6th Cir. 1986). To enforce a settlement
agreement, a district court must find that the parties have reached an agreement on all material
terms of the settlement. Re/Max International, Inc. v. Realty One, Inc., 271 F. 3d 633, 646 (6th Cir.
2001). As long as the parties have agreed on the material terms the agreement is not required to be
in writing. Id.
A settlement agreement is a contract and therefore is governed by the principles of contract
law. Bamerilease Capital Corp. v. Nearburg, 958 F. 2d 150, 152 (6th Cir. 1992). There is no basis
to rescind a contract merely because one regrets having agreed to its terms. There is no question
that a person’s attorney acts as an agent for the person. “[W]here express authority is given to an
attorney to compromise a matter by the client, the attorney’s agreement to settle within the terms
expressed will bind the client.” Fort Sanders Regional Medical Center v. Collins, 1992 WL
184682, at *1 (Tenn. Ct. App 1992)(citing Hart v. First National Bank of Memphis, 690 S. W. 2d
536 (Tenn. Ct. App. 1985)). The intent of the parties to a writing is determined from the whole
instrument taken within the surrounding circumstances. Dearing v. Brush Creek Coal Co., 186 S.
W. 2d 329 (1945).
The Parties settlement negotiations in this matter were extensive and protracted. In addition
to communications between the lawyers, the Parties participated in a judicial settlement conference
in this case. The emails between counsel reflect the nature of the negotiations as well as the
authority provided by the Parties to their lawyers. Docket No. 51-2. The emails further reflect that
counsel for the Defendants was directly communicating with the Defendants and acting within
their authority.
In their response in opposition to the Plaintiffs’ motion to enforce the settlement agreement,
the Defendants recount the efforts to settle this case and acknowledge they “are willing to settle.”
Docket No. 50. At the hearing on this matter, the Defendants advised the Court that they felt
threatened and intimidated by the Plaintiffs’ conduct and specifically wished to assure that
Plaintiffs would not engage in further activities directed at harming them. A review of the
settlement agreement in this matter reflects that these concerns were addressed by Defendants’
counsel. Docket No. 36-3. It is further telling that Defendants’ counsel prior to and within his
withdrawal does not take issue with any positions asserted by the Plaintiffs with regard to the status
of the negotiations or preparation of the settlement agreement. The undersigned finds that based
on the facts and circumstances surrounding the settlement negotiations in this matter including the
extensive involvement of the Defendants in those negotiations, communications between counsel
and contradictions within Defendants’ arguments that counsel did not communicate to the
Plaintiffs certain conditions precedent to the settlement which in fact he did; all establish that
Defendants’ counsel was acting with actual authority to enter into the agreement, as drafted. It is
not credible that counsel chose to ignore certain of the Defendants’ conditions while explicitly
including others. This is especially true given the lengthy and protracted negotiations among the
Parties and their counsel.
Because Defendants’ counsel was acting within the scope of his authority and consistent
with the Defendants’ wishes when he drafted the agreement and transmitted to the Plaintiffs, the
undersigned finds that the agreement should be enforced and the Plaintiffs’ Motion (Docket No.
35) should be GRANTED.
Under Rule 72(b) of the Federal Rules of Civil Procedure, any party has fourteen (14) days
from receipt of this Report and Recommendation in which to file any written objections to this
Recommendation with the District Court. Any party opposing said objections shall have fourteen
(14) days from receipt of any objections filed in this Report in which to file any response to said
objections. Failure to file specific objections within fourteen (14) days of receipt of this Report
and Recommendation can constitute a waiver of further appeal of this Recommendation. Thomas
v. Arn, 474 U.S. 140, 106 S. Ct. 466, 88 L. Ed. 2d 435 (1985), reh’g denied, 474 U.S. 1111 (1986).
JEFFERY S. FRENSLEY S
U.S. Magistrate Judge