The opinion
UNITED STATES DISTRICT COURT
EASTERN DISTRICT OF LOUISIANA
CHARLES WILLIAMS CIVIL ACTION
VERSUS NO: 23-07012
ALLIED TRUST INSURANCE COMPANY SECTION: “H”
ORDER AND REASONS
Before the Court is Defendant Allied Trust Insurance Company’s Motion
to Enforce Settlement Agreement (Rec. Doc. 9). For the reasons set forth
herein, the Motion is GRANTED.
BACKGROUND
This matter arises from damages to Plaintiff Charles Williams’ property
located at 5 Windsor St., LaPlace, LA 70068 allegedly caused by Hurricane
Ida.1 Defendant Allied Trust Insurance Company issued a homeowner’s policy
to Charles Williams as the name insured for the Property for a policy period of
August 1, 2021 to August 1, 2022 (the “Policy”).2 On August 23, 2023, Plaintiff
filed a Petition for Damages in the 40th Judicial District Court for St. John the
Baptist Parish.3 Plaintiff alleges claims based on Defendant’s breach of the
1 Rec. Doc. 9-1 at 1.
2 Id.
3 Rec. Doc. 1-1 at 3.
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Policy as well as “bad faith claims adjusting.”4 On November 21, 2023,
Defendant filed its Notice of Removal with this Court.5
Plaintiff contends that shortly after Hurricane Ida, he reported his
property damage claim to Defendant.6 The Property was inspected on at least
two occasions, and interim payments were made.7 In early 2023, Morgan
Glasgow, the claims adjustor, contacted Plaintiff to negotiate settlement.8
According to Plaintiff, on April 7, 2023, the following estimates were sent
to Defendant for work that still needed to be completed:
Air Frey Range: $1,524.16
HVAC: $14,740.80
Windows: $6,109.48.9
Plaintiff alleges that in July 2023, Defendant called and offered $22,500
to settle the claim. In response, Plaintiff made a counteroffer of $30,000, which
was rejected.10 On July 6, 2023, Plaintiff texted Defendant’s claims adjuster,
Morgan Glasgow, “25800 offer let’s close today.”11 On July 7, 2023, Ms.
Glasgow responded “I will accept 25,8000 in exchange for an executed global
4 Id. at 8–11.
5 Rec. Doc. 1.
6 Rec. Doc. 12 at 2.
7 Defendant avers that invoices provided by Plaintiff total $ 82,664.59, and that it has
paid $105,839.81 under Coverage A.
8 Plaintiff’s policy lists email address and phone number, this is how the Defendant
communicated with Plaintiff.
9 Rec. Doc. 12-1 at 2.
10 Id.
11 Rec. Doc. 9-6 at 1. Confusingly, Plaintiff contends that on July 7, 2023, he became
“frustrated because he had not had a properly working HVAC system” which is why he stated
“let’s close today” on July 6, 2023. Rec. Doc. 12-1 at 2. Based on the record, it appears that
the text message was sent on July 6, 2023.
2
release. I will draft the release and submit it for approval.”12 Ms. Glasgow
submitted the release documents on that same day, and followed with several
text messages to Plaintiff inquiring about the status of the release.13 On July
10, 2023, Ms. Glasgow also sent an email instructing Plaintiff to review the
release, and advised Plaintiff to sign if he was in agreeance.14
On August 10, 2023, Plaintiff responded via text message that he tried
signing the form but that he was unable to do so on his computer.15 That same
day, Ms. Glasgow advised that the form would need to be printed, to which
Plaintiff responded “ok.”16 Ms. Glasgow sent two additional text messages
following up on the status of the release.17 Plaintiff has not, to date, executed
the global release.18
On September 21, 2023, Defendant issued a check to Plaintiff in the
amount of $ 25,800.19 The check notes that it was a “Final Payment.”20 Plaintiff
has not yet cashed the check.21
On September 4, 2024, Defendant filed the instance Motion to Enforce
Settlement Agreement, contending that despite allegedly agreeing to the
12 Id.
13 Id. at 2–4.
14 Rec. Doc. 12 at 21.
15 Id. at 3.
16 Id.
17 Id. at 4.
18 Rec. Doc. 12 at 4.
19 Rec. Doc. 9-6 at 4.
20 Rec. Doc. 12-1 at 20.
21 Rec. Doc. 12 at 5.
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settlement amount, Plaintiff “has filed suit and is now demanding an amount
which greatly exceeds the agreed-to settlement amount.”22 Plaintiff opposes.23
LEGAL STANDARD
1. Motion to Enforce Settlement and Motion for Summary
Judgment
“A district court may summarily enforce a settlement agreement if no
material facts are in dispute . . . .”24 “When the opposition to enforcement of
the settlement is based not on the merits of the claim but on a challenge to the
validity of the agreement itself, the parties must be allowed an evidentiary
hearing on disputed issues of the validity and scope of the agreement.”25 As to
the difference between a motion for summary judgment and motion to enforce
a settlement agreement, the Fifth Circuit has explained that
[t]his central issue—whether there was any disputed issue of
material fact as to the validity of the settlement agreement[ ]—is
similar to that which any court must address when ruling on a
motion for summary judgment. This is not mere coincidence. The
stakes in summary enforcement of a settlement agreement and
summary judgment on the merits of a claim are roughly the
same—both deprive a party of his right to be heard in the
litigation.26
Additionally, a contested motion to enforce a settlement agreement
differs from a motion to summary judgment in that the former, if denied due
22 Rec. Doc. 9 at 2.
23 Rec. Doc. 12.
24 In re Deepwater Horizon, 786 F.3d 344, 354 (5th Cir. 2015).
25 Id.
26 Id. (quoting Tiernan v. Devoe, 923 F.2d 1024, 1031 (3d Cir. 1991)).
4
to a disputed issued of material fact, results in an evidentiary hearing.27 The
latter would instead result in “a trial on the merits if the non-movant identified
a genuine issue of material fact.”28
2. Law on Compromise
In diversity cases, “federal courts must apply state substantive law.”29
“In determining which state’s substantive law controls, the court applies the
choice-of-law rules of the forum state.”30 Here, the parties agree that Louisiana
law, including Louisiana Civil Code article 3071, applies to the instant action.31
Louisiana Civil Code article 3071 provides that a “compromise is a contract
whereby the parties, through concessions made by one or more of them, settle
a dispute or an uncertainty concerning an obligation or other legal
relationship.” 32 Louisiana courts have further explained that a compromise
“is agreement to adjust differences of two or more persons by mutual consent
for preventing or ending lawsuit.”33 In turn, Louisiana Civil Code article 3072
provides that “a compromise shall be made in writing or recited in open court
. . . .” “A compromise is valid if there is a meeting of the minds of the parties as
to exactly what they intended when the compromise was reached . . . . Indeed,
27 Id.
28 Id. at 367 n.12.
29 In re Katrina Canal Breaches Litig., 495 F.3d 191, 206 (5th Cir. 2007) (citing Erie
R.R. Co. v. Tompkins, 304 U.S. 64, 78 (1938)).
30 Id. (citing Klaxon Co. v. Stentor Elec. Mfg. Co., 313 U.S. 487, 469 (1941)).
31 Rec. Doc. 12 at 3; see also Banque De Depots v. Bozel Mineracao E Ferroligas, 98-
0742, p.11 (La. App. 4 Cir. 1/27/99), 728 So.2d 533, 538.
32 Moreover, “[t]o find that the parties reached a binding compromise where the terms
of defendants’ release from liability are unknown would be contrary to” Louisiana Civil Code
article 3071. Townsend v. Square, 94-0758, p. 7 (La. App. 4 Cir. 9/29/94); 643 So.2d 787, 790.
33 Brasseaux v. Allstate Ins. Co., 1997-0526, p.4 (La. App. 1 Cir. 1998); 710 So.2d 826,
828.
5
a compromise is a contract.”34 Thus, a binding settlement agreement “requires
consent of the parties, established through offer and acceptance, and a meeting
of the minds.”35 Additionally, an offer that is different from the original offer is
a counteroffer.36 “An acceptance not in accordance with the terms of the offer
is deemed to be a counteroffer.”37
“A compromise instrument constitutes the law between the parties and
must be interpreted in accordance with the intent of the parties.”38 “A
compromise instrument is governed by the same general rules of construction
applicable to contracts,” which provides that “[w]hen the words of a contract
are clear and explicit and lead to no absurd consequences, no further
interpretation may be made in search of the parties’ intent.”39 Further, “a
compromise extends only to those matters the parties intended to settle and
the scope of the transaction cannot be extended by implication.”40 “Courts
apply this rule of construction in light of the general principle that the
instrument must be considered as a whole and in light of attending events and
circumstances.”41
34 Feingerts v. State Farm Mut. Auto Ins. Co., 12-1598, p.12 (La. App. 4 Cir. 6/26/13),
117 So.3d 1294, 1301 (quoting Elder v. Elder & Elder Enters., Ltd., 06-0703, p.6 (La. App. 4
Cir. 1/11/07), 948 So.2d 348, 350–51).
35 Landix v. Blunt, 12-1231, p.5 (La. App. 4 Cir. 3/20/13), 112 So.3d 376, 379.
36 Henry v. Howard L. Nations, A.P.C., No. 23-30467, 2024 WL 3673539, at *4 (5th
Cir. Aug. 6, 2024).
37 Id. (quoting LA CIV. CODE ART. 1943).
38 Trahan v. Coca Cola Bottling Co. United, 04-0100, p.15 (La. 3/2/05), 894 So.2d 1096,
1107.
39 Id. (citing LA. CIV. CODE art. 2046).
40 Id. (citing LA CIV. CODE art. 3073).
41 Id.
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“The meaning and intent of the parties to a compromise is ordinarily
determined from the four corners of the instrument, and extrinsic evidence is
inadmissible to explain or to contradict the terms of the instrument.”42
Moreover, “[w]hen a dispute occurs regarding the scope of a compromise,
extrinsic evidence can be considered to determine exactly what differences the
parties intended to settle.”43 “Absent some substantiating evidence of mistaken
intent,” however, “no reason exists to look beyond the four corners of the
instrument to ascertain the parties’ intent.”44
LAW AND ARGUMENT
Defendant contends that Plaintiff’s July 2023 text message stating
“25800 offer let’s close today,” and Defendant’s response that it “would accept
25,800 in exchange for an executed global release” constitute a meeting of the
minds and that the parties clearly agreed on a release in exchange for
$25,8000.45 Plaintiff responds that there was no meeting of the minds because
he would not have agreed to that amount, as it was “much less of the amount
of money needed than the remaining amount of work on” the Property.46
Plaintiff contends that he was not represented by counsel when he was
contacting Ms. Glasgow, that he has never signed the release, and that he has
not cashed the check issued to him marked “final payment.”47 Finally, Plaintiff
points out that even assuming an agreement was reached, Defendant owes
42 Id.
43 Id.
44 Id.
45 Rec. Doc. 9-1 at 5.
46 Rec. Doc. 12 at 4.
47 Rec. Doc. 12-1.
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penalties under Louisiana Revised Statutes § 22:1892 and/or § 22:1973 due to
its failure to timely tender the settlement amount.48
Plaintiff’s primary argument is that there was no meeting of the minds
because he never signed the agreement.49 To determine whether there is a
valid compromise, the Court looks to whether there was an offer and
acceptance via “sufficient writings signed by both parties.”50 “Emails can
qualify as the signed writings needed to form contracts.”51 Although Louisiana
Civil Code article 3071 “requires a written contract signed by both parties, the
agreement need not be contained in one document.”52 Relevant here, where
there is a clear meeting of the minds, “a Plaintiff’s refusal to sign release
papers is immaterial to the issue of whether an agreement that was reached.”53
As this Court has explained, if
the intent of the parties was to be bound first and then reduce the
contract to a formal writing, then the contemplation of the written
agreement does not foreclose the earlier existence of a contract. If
the writing was a perquisite to a binding contract, then the
48 These statutes were restructured and amended effective July 1, 2024. See S.B. 323,
2024 Leg., Reg. Sess. (La. 2024).
49 Plaintiff also contends both that he assumed he was settling only his HVAC claims
and that that he did not understand the implications of any purported agreement because he
was not represented by counsel. Nothing in the record suggests that Plaintiff did not
understand the nature of the communication, and Plaintiff admits that he was advised to
secure counsel. As such, Plaintiff’s suggestion that the settlement is invalid because he failed
to secure counsel is without merit. See Smith v. Millenium Galvanizing, LLC, 22-433, p.7–8,
(La. App. 5 Cir. 3/29/23), 361 So.3d 57, 63.
50 Preston Law Firm, L.L.C. v. Mariner Health Care Mgmt. Co., 622 F.3d 384, 391
(5th Cir. 2010).
51 Id.
52 Townsend, 643 So.2d at 790.
53 Deep S. Equipment Co. v. Jones Motor Grp., No. 18-2164, 2019 WL 302840, at *3
(E.D. La. Jan. 3, 2019) (citing Morris, Lee & Bayle, LLC v. Macquet, 14-1080, (La. App. 4 Cir.
3/23/16), 192 So.3d 198.
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requirement of a writing is a suspensive condition, which prevents
enforcement of the agreement until that condition is satisfied.54
And, “a settlement agreement may be binding even if it is subject to later
formalities that do not occur.”55
Here, Plaintiff states that he was first contacted by Defendant via its
claims adjuster to discuss making an offer over the phone.56 After Plaintiff
texted Defendant “25800 let’s close today,” Defendant, through its claims
adjuster, responded that it would accept $25,8000 in exchange for a global
release.57 Plaintiff’s statement, which occurred during settlement negotiations,
constitutes an offer to settle his claims in exchange for $25,800 and clearly
indicates his intent to be bound. Ms. Glasgow’s response, in which she
references a “global release,” constitutes an acceptance of that offer. But even
if Defendant’s response constituted a counteroffer, rather than an acceptance,
Plaintiff appeared to accept the offer when he texted Defendant over a month
later, or August 10, 2023, that he tried signing the form.58 These emails, when
“read together,” provide “direct evidence of [Plaintiff]’s acquiescence” to the
release.59
54 Burlington Ins. Co. v. Houston Cas. Co., 22-981, 2023 WL 2375361, at *7 (E.D. La.
March 6, 2023). Cf. LA. CIV. CODE art. 1767 (explaining that a “conditional obligation is one
dependent on an uncertain event” and that if “the obligation may not be enforced until the
uncertain event occurs, the condition is suspensive”).
55 Admins. of the Tulane Educ. Fund, 2011 WL 692045, at *4.
56 Rec. Doc. 12-1 at 2.
57 Rec. Doc. 9-6 at 1 (emphasis added). The parties do not dispute the authenticity of
these text messages.
58 Rec. Doc. 12-1 at 9.
59 Preston, 622 F.3d at 391.
9
The Court finds Plaintiff’s argument that he never actually signed the
release without merit. As courts in this circuit have explained, “[t]hat Plaintiff
did not negotiate the settlement check or sign the release of liability has no
bearing on whether an actual written settlement agreement was formed.”60
Indeed, the United States Court of Appeals for the Fifth Circuit, as well as this
Court, have found on numerous occasions that emails or other correspondence
may constitute a valid compromise.61 Further, “even where the parties have
not yet agreed to the precise terms and language of the release, they may
nonetheless form a binding settlement agreement by agreeing to both the
existence of a release and the amount of payment.”62 And while Plaintiff
contends that he had reservations about settling, “reservations about the
commitment” do “not alter the showing of consent and mutual concessions.”63
As such, the Court finds that the settlement satisfied the requirements of
Louisiana Civil Code article 3071.64
Plaintiff further argues that he believed that his offer was for the HVAC
system only. According to Plaintiff, he was first contacted by Ms. Glasgow via
telephone to discuss making an offer “without disclosing the legal implications
of what this means,” and that, when Ms. Glasgow asked him what he thought
“is a good number,” Plaintiff thought Ms. Glasgow was referring to the
60 Drawhorn-Davis v. State Farm Mut. Auto. Ins. Co., No. 19-496, 2020 WL 1430489,
at *7 (M.D. La. Mar. 9, 2020).
61 Id. (collecting cases).
62 Id. (internal citations removed).
63 Id. (quoting Klebanoff v. Haberle, 978 So.2d 598, 604 (5th Cir. 2008).
64 See Elder v. Elder & Elder Enters., Ltd., 2006-0703 (La. App. 4 Cir. 1/11/07), 948
So.2d 348, 350-351 (noting that the requirements of Louisiana Civil Code article 3071 were
satisfied in that “both parties worked together to reach an agreement to resolve a dispute
that was in litigation”).
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windows on the HVAC on the Property.”65 He contends that Ms. Glasgow
offered $22,500 for this amount, and that she rejected his counteroffer of
$30,000.66 Plaintiff contends that he stated “let’s close today” because he was
frustrated with the HVAC repair process and needed funds to repair it.67
Even considering Plaintiff’s arguments, which rely primarily on extrinsic
parole evidence, there is no indication that Plaintiff only intended to settle his
HVAC claims.68 The emails upon which Plaintiff relies merely discuss a May
2023 HVAC inspection and subsequent June 2023 report. As stated above,
Plaintiff indicated that he intended to sign the global release, which clearly did
not limit the settled claims to the amount of the HVAC repairs. Moreover,
Defendants point out that the payments issued to Plaintiff “exceeded the
current repair costs” and that the $25,800 payment “exceeded the HVAC bid.”
As such, there is no “substantiating evidence of mistaken intent,” such that a
“reason exists to look beyond the four corners of the instrument to ascertain
the parties’ intent.”69 Accordingly, the Court finds that the parties reached a
compromise.
65 Id. at 2.
66 Id.
67 Id.
68 Again, “[w]hen a dispute arises as to the scope of a compromise agreement, extrinsic
evidence can be considered to determine exactly what differences the parties intended to
settle.” Henry v. Howard L. Nations, A.P.C., No. 23-30467, 2024 WL 3673539, at *4 (5th Cir.
Aug. 6, 2024) (quoting Anthony v. Liberty Mut. Ins. Co., 99-1730 (La. App. 3 Cir. 4/5/00), 759
So.2d 910, 914. 759 However, “[p]arol evidence should not be allowed to prove the existence
of a settlement agreement. Parol evidence would only be relevant to prove what the parties
intended to be covered by the agreement, or the scope of the settlement.” Id. (quoting Collins
v. Mike Trucking Co., 05-0238 (La. App. 1 Cir.), 934 So. 2d 827, 833. Here, Plaintiff does not
appear to contest the scope of the agreement but rather contends that no agreement was
reached.
69 Id.
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Finally, Plaintiff, in his opposition, argues that even if this Court
finds that a settlement was reached, Defendant failed to timely tender the
settlement funds because the settlement check was issued to Plaintiff on
September 12, 2023—67 days after July 7, 2023, or the date the settlement
was possibly perfected.” Plaintiff avers that as a result, Defendant owes
penalties under Louisiana’s bad faith statutes. This argument, however, is
not before the Court. As such, this Court does not consider it.
CONCLUSION
For the foregoing reasons, the Motion to Enforce Settlement Agreement
is GRANTED.
New Orleans, Louisiana this 29th day of April, 2025.
J TRICHE MILAZZ
UNITED STATES DISTRICT JUDGE
7 Plaintiff alleges that the settlement would have been perfected on July 6, 2023;
however, Defendant did not respond until the ‘rowing day. Rec. Doc. 12 at 4.