# Rosenshine

> District Court, E.D. New York · December 2, 2025

URL: https://www.frixlaw.com/law-library/cases/11234535

## Case

- **Full name:** Oren Rosenshine and Amir Rosenshine v. A. Meshi Cosmetics Industries Ltd., A to Z Import Inc., and Eyal Noach
- **Court:** District Court, E.D. New York
- **Decided:** December 2, 2025
- **Opinion:** 100trialcourt
- **Cited by:** 0 later opinions in the Frix Law Library

## Citator (automated)

- No negative treatment found by the automated citator. That is not the same as a confirmation that the case is good law; read the citing cases.
- Full citator and citing cases: https://www.frixlaw.com/law-library/cases/11234535

## Opinion text

UNITED STATES DISTRICT COURT
EASTERN DISTRICT OF NEW YORK
------------------------------------------------------------------X

OREN ROSENSHINE AND AMIR ROSENSHINE, REPORT &
RECOMMENDATION
Plaintiffs,
18-CV-3572 (LDH) (SDE)
-against-

A. MESHI COSMETICS INDUSTRIES LTD., A TO Z
IMPORT INC., AND EYAL NOACH,

Defendants.
------------------------------------------------------------------X

SETH D. EICHENHOLTZ, United States Magistrate Judge:
Plaintiffs Oren Rosenshine and Amir Rosenshine (“Plaintiffs”), who are proceeding pro se,
filed this action on June 18, 2018, asserting claims under the Lanham Act, 15 U.S.C. §§ 1114, 1125
and New York state law against Defendants A. Meshi Cosmetics Industries LTD (“Meshi” or
“Defendant Meshi”), A to Z Import Inc., and Eyal Noach. On April 18, 2025, after nearly seven
years of litigation, the Plaintiffs and Meshi agreed to a settlement on the record. See Redacted
Transcript of Proceedings on April 18, 2025 (“Redacted Transcript”), Dkt. No. 157; Minute Entry
dated April 18, 2025. As is typical when settlements are reached on the record, the parties planned
to reduce their agreement to writing but agreed that the oral settlement was binding. Later,
Plaintiffs and Meshi could not agree on the specific language of a release of claims associated with
the settlement. See Dkt. No. 159; Order dated Sept. 8, 2025.
Presently before the Court is Defendant Meshi’s Motion to Enforce the settlement, arguing
that notwithstanding the parties’ disagreement on the specific wording of a release, the settlement
is enforceable. See Defendant’s Motion to Confirm and Enforce Allocuted Settlement (“Mot. to
Enforce”), Dkt. No. 161-163. Plaintiffs oppose, arguing that the settlement is not enforceable
absent an agreement on the specific terms of the written release. See Plaintiffs’ Opposition to
Defendant’s Mot. to Enforce (“Pls.’ Opp’n”), Dkt. No. 166, Ex. A. For the reasons outlined below,
the undersigned respectfully recommends that Defendant Meshi’s Motion to Enforce be
GRANTED, that Meshi be ordered to pay Plaintiffs the amount agreed to on the record, and that
all claims against Meshi be dismissed with prejudice.

BACKGROUND
I. Procedural Background
Plaintiffs initiated this action on June 18, 2018. See Dkt. No. 1. On March 3, 2019,
Plaintiffs filed an Amended Complaint, alleging that Israeli-based cosmetics producer Meshi was
selling counterfeit versions of Star Gel hair gel, a product for which Plaintiffs have a federally
registered U.S. trademark.1 See Plaintiffs’ Amended Complaint (“Am. Compl.”), Dkt. No. 32.
Meshi filed a motion to dismiss Plaintiffs’ claims on May 2, 2019. See Dkt. No. 43. On March
30, 2020, United States District Judge LeShann DeArcy Hall issued an Order dismissing some of
Plaintiffs’ claims against Meshi. See Dkt. No. 51. Subsequently, after several years of discovery,

on January 26, 2023, Meshi filed a motion for summary judgment against Plaintiffs. See Dkt. No.
99. Judge DeArcy Hall dismissed most of Plaintiffs’ claims, however, she permitted Plaintiffs’
claims for trademark infringement, false designation of origin, trademark dilution under New York

1 In 2004, Global Manufacturing Import Export Inc. (“Global Manufacturing”), created the trademark for Star Gel
hair gel (“the Trademark”). See Am. Compl. ¶ 4. Global Manufacturing entered into an agreement with Defendant
Meshi on October 5, 2004, for manufacture of the Trademark. See id. ¶¶ 4, 6. Global Manufacturing then assigned
its rights to the Trademark to International Grooming, Inc. (“International Grooming”). See id. ¶ 8. According to
Plaintiffs, in November 2016 International Grooming discovered Meshi had been selling counterfeit versions of Star
Gel. See id. ¶10. In 2017, International Grooming registered the Trademark with the U.S. Patent and Trademark
Office and then assigned all rights to the Trademark to Elazar Rosenshine, who then assigned all rights to the
Trademark to Plaintiffs on January 1, 2019. See id. at Ex. 6; Ex. 7, Ex. 8.
law, and breach of contract to proceed. See Dkt. No. 104. After several more years of litigation,
the parties were scheduled to go to trial before Judge DeArcy Hall on April 21, 2025.
II. April 2025 Settlement Discussions with the Court
On April 14, 2025, one week before trial, United States Magistrate Judge Lois Bloom, who
was then-assigned to this case, held a settlement conference. During that conference, the parties

exchanged a final demand and offer but could not reach an agreement on a settlement. See Order
dated April 14, 2025. However, after the conference, Plaintiffs sent an email to the attorney for
Meshi to accept the offer Meshi made at the settlement conference, absent some minor issues
needing resolution. See Redacted Transcript at 3.
Around this time, United States Magistrate Judge Lara K. Eshkenazi was randomly
selected to oversee jury selection for trial. See Order dated April 10, 2025. On April 18, 2025,
Judge Eshkenazi held a video conference to discuss the jury selection process with the parties. See
Order dated April 18, 2015. Given the movement toward settlement, the jury selection process
became an impromptu settlement conference, where Judge Eshkenazi assisted the parties in

reaching a final agreement.
III. The Parties Agree to a Settlement on the Record
During the conference before Judge Eshkenazi, Plaintiffs and Defendant Meshi agreed to
a settlement on the record. See Redacted Transcript; Minute Entry dated April 18, 2025. After
much discussion, the parties reached an agreement on an amount of money to be paid by Meshi to
Plaintiffs to settle the case. 2 See Redacted Transcript at 16, 49. The parties also agreed that Meshi
would pay the settlement amount for a “mutual release,” see id. at 51, that would resolve Plaintiffs’

2 The specific monetary amount is not stated in this decision because the parties agreed to keep it confidential.
claims against Meshi “as if they went to trial and got a verdict on it in terms of those claims.” Id.
at 26.
Judge Eshkenazi painstakingly explained the proposed scope of release on the record. She
explained the release would extinguish “[a]ll of the claims in this case,” see id. at 45, and that
“[a]nything that [Plaintiffs] could have raised related to the facts of this case, there will be a release

which means [Plaintiffs] cannot sue [Meshi] again for this same issue and the same claims in this
case.” Id. at 18. Judge Eshkenazi emphasized that “all of the claims in this case go away . . .
includ[ing] the claims that Judge DeArcy Hall ruled on in summary judgment.” Id. at 45. These
points were reiterated throughout the conference. See, e.g., id. at 20 (“[T]o the extent it’s anything
related to Star Gel products and what happened with Star Gel products and all of the claims in your
complaint against Meshi, those would all be released.”); id. at 47 (“After trial, every claim that is
involved in this case, including what was decided on summary judgment that could have been
raised, is done one way or the other . . . [a]nd that’s the same thing that will happen if there’s
settlement.”).

Importantly, Judge Eshkenazi made plain that “the result of the settlement is the same as
the result of the trial in terms of the release.” Id. at 47; see also id. at 26 (“[S]ettlement brings the
same finality to this as a trial would. There's no difference.”); id. at 31 (“Whether you go to trial
or whether you sign the settlement, it’s the same result.”). She also reiterated that releases of all
related claims are standard in settlements. See, e.g., id. at 23 (“The way settlements always work,
always in every case, or no defendant would ever settle, is whatever is related to the claims in the
complaint, those are settled and released.”); id. at 24 (“[I]n every release in every settlement you
are releasing all claims that they brought or could have brought based on the facts that they put
forward in their complaint.”); id. at 29 (“I can tell you how the courts work and I can tell you that
it is 100 percent standard that when you settle a case it gets rid of the whole case[.]”); id. at 34 (“In
every case you release all claims related, that could have been brought in the case related to the
facts.”).
Ultimately, both Plaintiffs and Meshi agreed to the terms as explained on the record, with
the understanding that the agreement would later be reduced to writing by the parties but was,

nevertheless, already binding on the parties. See, e.g., id. at 16 (“[THE COURT:] [O]nce we put
the terms of the settlement on the record, it is a binding agreement.”); id. at 17 (“[THE COURT:]
[O]nce we put it on the record here of a [redacted] settlement, it is binding and enforceable.”); id.
at 45 (“Because yes, the language can be tweaked, but what’s not going to change is the claims in
this case.”); id. at 50 (“THE COURT: But as I said, this settlement is binding, so don’t come back
to the Court next week and say you couldn’t agree on the release and therefore there’s no
settlement.”); id. at 51 (“[THE COURT:] [Y]ou’ve agreed to this and this is binding. Okay?”).
IV. The Parties Dispute the Proper Wording of the Settlement Release
Following the conference, Meshi’s counsel drafted a Settlement Agreement and Mutual

Release (the “Draft Agreement”) and circulated it to Plaintiffs on April 30, 2025. See Dkt. No.
156-2. The release in the Draft Agreement stated: “Plaintiffs … hereby waive, release and forever
discharge Meshi … from any and all claims … or causes of action of any kind or nature whatsoever
… in connection with or arising from any claims … through the date of this Settlement Agreement
relating to or arising from the facts alleged in the Amended Complaint.” See Mot. to Enforce at 3.
Plaintiffs rejected this language, which was broader in scope than the terms agreed to on the record.
See Redacted Transcript at 47-48. Plaintiffs argued that they had agreed to a settlement that solely
released them from one claim pertaining to a single sale from 2016, which was plainly more
restrictive than the terms agreed to on the record. See id.
After further negotiation between the parties, Meshi revised the release language to read:
“Plaintiffs … hereby release and forever discharge Meshi . . . from any and all claims … or causes
of action of any kind or nature whatsoever … in connection with or arising from any claims …
through the date of this Settlement Agreement for any and all claims in this Action as if a final
judgment at trial was entered.” Id.; Dkt. No. 156-2 Ex. A. Plaintiffs rejected this language as well,

insisting the release should be restricted to a single sale from 2016. See Mot. to Enforce at 3.
V. Meshi Brings the Instant Motion to Enforce the Settlement Agreement
On June 21, 2025, this matter was transferred from Judge Bloom to the undersigned. See
Order dated June 21, 2025. In an attempt to resolve the issue, the undersigned convened both
parties for conferences on August 4, 2025 and September 4, 2025 to discuss compromise release
language. The parties remained steadfast in their differences. See Minute Entry dated Aug. 4,
2025; Minute Entry Dated Sept. 4, 2025.
On September 24, 2025, Defendant Meshi filed a Motion to Enforce the settlement
agreement. See Mot. to Enforce. Plaintiffs served their Opposition on Defendant, and Defendant

filed Plaintiffs’ Opposition and Defendant’s reply on October 29, 2025. See Pls.’ Opp’n;
Defendant’s Reply to Plaintiffs’ Opposition (“Def.’s Reply”), Dkt. No. 166. The Motion to Enforce
was referred to the undersigned by Judge DeArcy Hall on September 26, 2025. See Order dated
Sept. 26, 2025.
LEGAL STANDARD
“A settlement placed on the record is binding.” Shea Dev. Corp. v. Watson, 07-CV-11201,
2009 WL 274492, at *2 (S.D.N.Y. Feb. 3, 2009) (citing Powell v. Omnicom, 497 F.3d 124, 129 (2d
Cir. 2007)). This is true even if the settlement agreement is never “reduced to writing, signed, or
filed.” Powell, 497 F.3d at 129 (quoting Role v. Eureka Lodge No. 434, 402 F.3d 314, 318 (2d Cir.
2005)); see also Samuel v. Bd. of Educ. of NYC, 12-CV-4219, 2015 WL 10791896, at *3 (E.D.N.Y.
Aug. 11, 2015), aff’d sub nom. Samuel v. New York City Bd. of Educ., 668 F. App’x 381 (2d Cir.
2016) (“It is beyond question that verbal, in-court settlement agreements may be binding and
enforceable, although the agreement was never reduced to writing.”); Medinol Ltd. v. Guidant
Corp., 500 F. Supp. 2d 345, 353 (S.D.N.Y. 2007) (“A settlement stated on the record is one of the

strongest and most binding agreements in the field of the law and is thus entitled to substantial
deference.”) (internal quotation marks omitted). An agreement is still enforceable even if a party
has a “change of heart” before an oral settlement agreement can be reduced to writing. Powell,
497 F.3d at 129. “The party seeking to enforce the purported agreement bears the burden of
proving that the parties entered into a binding agreement.” Velazquez v. Yog Servs., LLC, 17-CV-
842, 2017 WL 4404470, at *2 (S.D.N.Y. Sept. 25, 2017).
To determine whether parties have entered into an enforceable, binding contract absent a
finalized written document, courts in the Second Circuit apply the four-factor test from Winston v.
Mediafare Ent. Corp., 777 F.2d 78 (2d Cir. 1985). See, e.g., Edwards v. Schoenig, 05-CV-5427,

2015 U.S. Dist. LEXIS 93381, at *6 (E.D.N.Y. Apr. 2, 2025); Doe v. Kogut, 15-CV-07726, 2017
WL 1287144, at *5 (S.D.N.Y. Apr. 6, 2017), aff’d, 759 F. App’x 77 (2d Cir. 2019). The factors
are: “(1) whether there has been an express reservation of the right not to be bound in the absence
of a writing; (2) whether there has been partial performance of the contract; (3) whether all of the
terms of the alleged contract have been agreed upon; and (4) whether the agreement at issue is the
type of contract that is usually committed to writing.” Winston, 777 F.2d at 80.
Under Winston, “no single factor is decisive, but each provides significant guidance.”
Marett v. Metro. Transp. Auth., 19-CV-5144, 2021 WL 961760, at *2 (S.D.N.Y. Mar. 15, 2021)
(cleaned up). The “ultimate issue” of the Winston analysis is “whether the parties intended to be
bound, and if so to what extent.” Murphy v. Inst. of In’l Educ., 32 F.4th 146, 151 (2d Cir. 2022)
(internal quotation marks omitted); see also Chang v. CK Tours, Inc., 605 F. Supp. 3d 529, 538
(S.D.N.Y 2022) (“As with other agreements, that inquiry may be informed by the Winston factors,
but only as a means to the ultimate end: determining and enforcing the parties’ legitimately
bargained expectations.”).

DISCUSSION
Meshi argues that Plaintiffs agreed to a binding and enforceable settlement on the record, which
involved a release of all claims as if the parties had gone to trial. See generally Mot. to Enforce.
Plaintiffs argue that there was no settlement agreement on the record because they allegedly
reserved their right to see any release before agreeing to a settlement. See Pls.’ Opp’n at 4.
Alternatively, Plaintiffs argue that the parties agreed to a release of claims solely pertaining to the
“single infringing sale of 3,600 units of Star Gel to A to Z Import Inc. that Meshi admitted to have
made on November 23, 2016,” and further that “Meshi and the Court both emphasized that the
settlement does not cover any other sale besides the aforementioned single sale.” See Decl. of

Oren Rosenshine at 2 ¶4-5.
After analyzing each of the Winston factors and reviewing the record, the undersigned finds
that the parties agreed to a binding settlement on the record with the assistance of a neutral and
detached mediator, Judge Eshkenazi. The undersigned finds that parties agreed to a payment of a
specific settlement amount by Meshi to Plaintiffs in exchange for release of all claims as if the
parties had gone to trial, including claims that have already been adjudicated on summary
judgment and claims that could have been brought. Thus, the undersigned respectfully
recommends granting Defendant’s Motion to Enforce the settlement agreement, ordering Meshi to
pay the settlement amount to Plaintiffs, and dismissing this matter against Meshi with prejudice.
I. Plaintiffs made no express reservation about the oral settlement agreement.
The first Winston factor that courts consider is whether “either party communicate[d] an
intent not to be bound until he achieve[d] a fully executed document.” Winston, 777 F.2d at 80.
Although no one Winston factor is dispositive, the first factor is “frequently the most important.”
Brown v. Cara, 420 F.3d 148, 154 (2d Cir. 2005). Here, the undersigned finds that the parties

understood and affirmatively agreed that their oral agreement was binding at the time they entered
into it on the record. Thus, this important factor weighs in favor of enforcement.
At the outset of the April 18, 2025 conference, Judge Eshkenazi made clear the agreement
on the record would be binding and enforceable:
“[THE COURT:] And I want to explain that once we put the terms
of the settlement on the record, it is a binding agreement. You
cannot back out of it. You cannot two minutes after this call write
and say I changed my mind. You can’t call and say we changed our
mind. You can’t say I want [redacted] now. That’s it. This is the
settlement once the terms go on the record. It’s a binding
enforceable agreement.”

Redacted Transcript at 16-17. The Court further explained, while a written version of the
settlement would be circulated reflecting the terms of the agreement, the oral settlement agreement
on the record would itself be binding and neither Plaintiff objected. See id. at 17. In fact, the
Plaintiffs affirmatively indicated their agreement. See id.
Plaintiffs later expressed that they wanted to review the written language, and they now
cite to these sections of the transcript as evidence that they did not intend to be bound by the
agreement. See Pls.’ Opp’n at 4. However, a request to review the written release does not negate
an agreement to be bound by the settlement. Rather, “[b]ecause parties are free to enter into a
binding oral settlement agreement even if they contemplate subsequently memorializing their oral
agreement in writing, the mere fact that the parties contemplate a later writing is insufficient to
establish an intent not to be bound until that time.” Lindner v. Am. Exp. Corp., 06-CV-3834, 2007
WL 1623119, at *6 (S.D.N.Y. June 5, 2007); see also Delyanis v. Dyna–Empire, Inc., 465 F. Supp.
2d 170, 174 (E.D.N.Y. 2006) (“[T]he parties’ intent to record an agreement in the future does not
prevent contract formation before execution.”); Aguiar v. New York, 06-CV-3334, 2008 WL
4386761, at *5 (S.D.N.Y. Sept. 25, 2008), aff’d as modified, 356 F. App’x 523, 526 (2d Cir. 2009))

(“[S]imply because the parties contemplated that the agreement would be reduced to writing does
not indicate that they had agreed, either explicitly or implicitly, not to be bound until a written
agreement was signed.”).
Further, a review of the proceedings after the sections cited by Plaintiffs only further
affirms that the Plaintiffs understood the oral agreement to be binding. Judge Eshkenazi
anticipated the exact argument that Plaintiffs now raise—that a dispute over the release may
somehow undo the oral agreement—and made clear to Plaintiffs that it would not:

“[THE COURT:] [T]his settlement is binding, so don’t come back
to the Court next week and say you couldn’t agree on the release
and therefore there’s no settlement. We’ve explained the release...
[Y]ou’ve agreed to this and this is binding. Okay? You can’t
change your minds. You can’t change your mind tonight, you can’t
change your mind tomorrow, you can’t change your mind on
Monday.”
Redacted Transcript at 50-51. After Judge Eshkenazi made this clear, the plaintiffs then explicitly
agreed to the settlement. See id. at 51-52 (“THE COURT: Okay. So we have a settlement, yes?
MR. O. ROSENSHINE: Yes. MR. A. ROSENSHINE: Mm hm. Yes. THE COURT: Mr. Amir
Rosenshine? MR. A. ROSENSHINE: Yes.”).
Additionally, the Minute Entry detailing the proceeding from the April 18, 2025
conference confirmed that the settlement on the record was binding. That docket entry reflects
that “[t]he material terms of the settlement were discussed on the record and all parties confirmed
that they understood the settlement was binding[,]” and confirmed that the parties “allocated to
understanding all of the material terms of the settlement and mutual releases, and pro se Plaintiffs
confirmed that they were entering into the settlement knowingly and voluntarily.” Minute Entry
dated April 18, 2025. The Minute Entry cites to Role, 402 F.3d at 318, which holds that an
agreement on the record is binding even absent a written document. See id.; see also Samuel, 2015

WL 10791896, at *4 (finding that the “icing on the cake” weighing in favor of enforcement under
the first Winston factor was the presiding judge “entered a written order memorializing the fact
that the parties had reached an agreement and that the case was settled.”). Therefore, the entirety
of the record affirms that Plaintiffs understood that their oral agreement was binding. See, e.g.,
Doe, 2017 WL 1287144, at *5 (Affirming the enforcement of a settlement where the presiding
judge stated explicitly that the parties were entering a binding and enforceable contract on the
record and neither party objected).3
In sum, because Judge Eshkenazi explained on multiple occasions that the settlement
agreement was binding and Plaintiffs not only failed to object but affirmatively agreed to settle on

3 Plaintiffs cite to Lindner, 2007 WL 1623119, where a settlement agreement was deemed not enforceable because
there was an issue as to whether all terms were stated on the record. However, the circumstances in that case differ
from the clear record here. The terms in Lindner were so unclear on the record that the Court commented that the
defendants seeking to enforce the settlement should have requested the presiding judge “inquire more fully into the
nature of Mr. Lindner’s agreement, intent, and understanding, for example, inquiring whether Mr. Lindner
understood that by agreeing to the terms of the agreement he was entering into a binding and enforceable agreement
at the moment, and also that, by agreeing, his lawsuit would be dismissed and he would have no trial.” Id. at 8.
Here, the Court explained, thoroughly and repeatedly, that Plaintiffs were ending a binding settlement, reiterated the
specific terms of that agreement, the parties agreed on the record to the settlement knowing the agreement to be
binding, and the impending trial was cancelled. See Redacted Transcript at 16-17, 50-51. Plaintiffs also argue, per
Winston and Powell, that even “minor” and “technical” changes arising during negotiations for a written settlement
can point towards a conclusion that parties did not intend to be bound. See Pls.’ Opp’n at 7. However, the Powell
court clarified that such “minor” and “technical change” are relevant “only if they show that there were points
remaining to be negotiated such that the parties would not wish to be bound until they synthesized a writing
satisfactory to both sides in every respect.” Powell, 497 F.3d at 130. Here, much like in Powell, the “terms of this
agreement were announced on the record and assented to by the plaintiff in open court.” Id. at 131. As such, a
party’s “subsequent disagreement” with a term already agreed to does not “suggest that the point was left to be
negotiated after the hearing.” Id. at 130.
the record, the undersigned finds that the first Winston factor weighs in favor of enforcing the
settlement agreement.
II. The settlement agreement was partially performed.
The second Winston factor that Second Circuit courts consider is whether there has been
partial performance of the contract. See Winston, 777 F.2d at 80. Here, the parties agreed on

Friday, April 18, 2025 to adjourn the trial scheduled to take place Monday, April 21, 2025.4 In
other words, with a trial set to take place the very next business day, jury selection was cancelled,
the trial was removed from the Court’s calendar, and the parties ceased litigation. See Order dated
April 21, 2025; Order dated May 9, 2025; Dkt. No. 162 at 9; Redacted Transcript at 53. The
cessation of litigation, including the cancellation of a trial, can constitute partial performance. See,
e.g., Geneva Lab’ys Ltd v. Nike W. African Imp. & Exp. Inc., 19-CV-4419, 2021 WL 7287611, at
*6 (E.D.N.Y. Aug. 16, 2021) (“When both parties stop actively litigating the case based on the
apparent settlement, courts may construe this as partial performance.”); Junjiang Ji v. Jling Inc.,
15-CV-4194, 2019 WL 1441130, at *12 (E.D.N.Y. Mar. 31, 2019) (“Defendants partially

performed by agreeing to adjourn the ongoing trial.”); Chang, 605 F. Supp. 3d at 539 (“Here, the
parties partially performed by jointly making the rather extraordinary request that the Court
adjourn trial minutes before kickoff, in direct and immediate reliance on the settlement.”);
Kaczmarczyk v. Acme Contr. LLC, 06-CV-1005, 2009 U.S. Dist. LEXIS 110512, at *17 (E.D.N.Y.
Nov. 3, 2009) (“There has been partial performance, however, by the plaintiffs, in the sense that
they abandoned discovery and trial preparation, in contemplation of and reliance on the settlement

4 In their Opposition, Plaintiffs argue the trial was “not canceled but adjourned to allow parties to finalize the terms
of the settlement agreement[.]” See Pls.’ Opp’n at 5. This semantic difference is inapposite; regardless of the word
used, the parties cancelled the impending trial and jury selection with no backup date given the understanding that
they had settled the case.
agreement.”). Here, this agreement to adjourn the trial reflected the parties understanding that
their dispute had been resolved.5 Thus, the undersigned finds that the second Winston factor
weighs in favor of enforcing the settlement.
III. The terms of the settlement were agreed to on the record.
The third Winston factor requires courts to consider “whether all of the terms of the alleged

contract have been agreed upon.” Winston, 777 F.2d at 80. This factor requires that there was
“literally nothing left to negotiate” at the time of the agreement. Geneva Labs., 2022 U.S. Dist.
LEXIS 39684, at *25 (internal citation and quotation marks omitted). Although Plaintiffs now
claim they did not agree to the language and contents of the release, the April 18, 2025 conference
ended with the understanding that the settlement had been completed and no terms needed to be
negotiated. See Minute Entry dated April 18, 2025. Parties agreed to the timeframe of payment—
20 days from the execution of the written agreement, see Redacted Transcript at 49—and, most
importantly, the settlement amount. See, e.g., Gildea v. Design Distribs., 378 F. Supp. 2d 158, 161
(E.D.N.Y. 2005) (“The single most important term of the agreement[] [is]

the settlement amount[.]”). The parties also agreed not to seek costs from each other. See
Redacted Transcript at 13-16. And, although there was much negotiation over the scope of the
release, Judge Eshkenazi set forth the agreed upon scope of the release during the conference.
Plaintiffs’ arguments that there remained ambiguous terms surrounding the scope of the
release and that the agreement only pertained to one product or one sale are contradicted by the
record. When Plaintiffs did ask questions that injected ambiguity, Judge Eshkenazi was clear in
her responses and Plaintiffs thereafter agreed to the settlement. For example, Plaintiff Amir

5 Defendant Meshi also arguably partially performed by canceling its hotel reservations and airline tickets, see
Redacted Transcript at 8-9, 11, booked for the trial that following Monday, at its own expense. Cf. Jericho Grp. Ltd.
v. Mid-Town Dev. Ltd. P’ship, 14-CV-2329, 2016 WL 11263660, at *9 (E.D.N.Y. Dec. 5, 2016), report and
recommendation adopted, 14-CV-2329, 2017 WL 4221068 (E.D.N.Y. Sept. 22, 2017).
Rosenshine asserted that the settlement would pertain only to the one 2016 transaction, and the
Court responded quickly to clarify:
“MR. A. ROSENSHINE: So we are going to trial on the
(indiscernible). Right now, we’re going to – if we’re settling, we’re
settling for what we're going to trial on, one transaction.

THE COURT: No, you’re settling the whole case.”

Redacted Transcript at 27-28 (emphasis added). The Court reiterated the impact of the release
minutes later:
“MR. A. ROSENSHINE: So basically let’s say we sign the
settlement and tomorrow we find evidence that they did something
back let's say two years ago, we can bring an action against them.

THE COURT: No. Related to the same claims and same product and
same everything? No, you cannot.”

Id. at 32 (emphasis added). And again, several minutes later:
“[THE COURT:] In every case you release all claims related, that
could have been brought in the case related to the facts. And if you
go to trial, whatever happens at the trial, whether you win, whether
they win, whatever happens, all those claims are done. They're done
either way. It’s finished. Not the one transaction. Everything
involved in the complaint. That’s the final resolution.”

Id. at 34 (emphasis added). When, once again, when Plaintiffs attempted to find a new angle to
question the application of the releases to counterfeit sales aside from the 2016 sale, the Court
reiterated the same position:
“MR. A. ROSENSHINE: Let’s say we -- the thing is that we filed
this lawsuit in 2018 based on something they did in 2016. The
lawsuit goes until now, 2025. When we filed the lawsuit, we just
filed based on the 2016 sale. But if they did another sale, joined all
those things at trial, then maybe it was brought based on this. So it's
not really part of the lawsuit.

THE COURT: It is part – it’s done. I don’t know how many more
ways to explain this to you. Whether you go to trial or whether you
settle it, those claims are done.”
Id. at 37 (emphasis added). That Plaintiffs now choose to simply disregard the clear terms as set
forth by Judge Eshkenazi on the record does not negate the fact that, after these terms were
specified, Plaintiffs agreed to the settlement. See id. at 48-52. See also Chang, 605 F. Supp. 3d at
540-41 (“Any lingering efforts to craft a precise release term cannot operate as an escape hatch for
Defendants, permitting them to retroactively renounce the parties’ clear, legitimately bargained
expectation that each would be bound by the agreed-upon terms.”).
Plaintiffs contend that the Court and Meshi represented to them that the Release applied to
a single sale, relying entirely on one exchange where the Meshi attorney said that Plaintiffs can
sue if there is “[a] whole new sale.” Redacted Transcript at 42. The Court immediately clarified

that they could sue for a new sale “that was not raised in [Plaintiffs’] complaint or could not have
been raised . . . in [Plaintiffs’] complaint.” Id. at 42.6 Moreover, the transcript excerpt cited by
Plaintiffs is best understood within the context of the entire conference, in which Plaintiffs were
told repeatedly that the settlement, much like a trial, would release all claims that were or could
have been brought in the complaint. See, e.g., id. at 18-20, 21, 23, 26, 27, 28, 30-31, 32, 33, 34,
37, 40, 44, 47-48.
Defendant argues that the record supports a broader release, and that the agreement
supports a full release for all claims up to and including present day. Defendant is correct that any
previously adjudicated claims and claims that could have been brought to trial are necessarily
included in the release. But it is also true that, as agreed to by Meshi’s counsel, a hypothetical sale

6 Plaintiffs further argue in their Opposition that they could not have possibly agreed to a “general release” because
they are unfamiliar with that term. See Decl. of Oren Rosenshine, Dkt. No. 166-1 at 2 ¶ 7; Pls.’ Opp’n at 3. That the
pro se Plaintiffs are unfamiliar with specific legal jargon is inapposite when the contents and meaning of the release
were explained and described to Plaintiffs repeatedly and thoroughly throughout the April 18, 2025 conference. See
Lauderdale v. City of New York, 6-CV-13184, 2009 WL 2482158, at *3 (S.D.N.Y. Aug. 12, 2009) (noting that a
plaintiff’s pro se status “does not diminish the enforceability of the oral settlement agreement.”).
that happened “yesterday” would fall outside the scope of release if the sale in question had not
been previously adjudicated, had not been raised in the complaint, and could not have been raised
in the complaint. See id. at 42-44, 48. In other words, the parties agreed to the terms of the release
on the record after the Court explained, repeatedly and thoroughly, that the release would apply to
all claims as if they had been decided at trial. Thus, the third Winston factor weighs in favor of

enforcement.
IV. The agreement at issue is type of contract usually committed to writing.
The final Winston factor assesses whether “whether the agreement at issue is the type of
contract that is usually committed to writing.” Winston, 777 F.2d at 80. The Second Circuit has
recognized an exception to the usual rule that settlement agreements be in writing where the terms
of the agreement were “announced on the record and assented to by the plaintiff in open
court.” Powell, 497 F.3d at 131; see also Minute Entry dated April 18, 2025 (citing Role, 402 F.3d
at 318).
Additionally, oral settlement agreements are particularly common in settlements, like the

one at issue, that involve a simple lump sum payment to be paid shortly after the signing of the
agreement. See, e.g., Est. of Andrea Brannon v. City of New York, 14-CV-02849, 2016 WL
1047078, at *3 (S.D.N.Y. Mar. 10, 2016) (“The Court finds that the lump sum . . . payment in this
case was not sufficiently complex . . . such that there should be a formal writing.”) (internal citation
and quotation marks omitted); Grullo v. Sodexo, 23-CV-9142, 2025 WL 106120, at *3 (S.D.N.Y.
Jan. 14, 2025) (“[B]ecause the settlement terms were simple, calling for a single lump sum
payment, there is no indication that this is the type of contract usually committed to writing.”).
That Defendant’s counsel made an off-hand remark about things “getting a little complicated,” as
Plaintiffs allude to in their Opposition, see Pls.’ Opp’n at 7, has no bearing on the actual complexity
of the settlement agreement. Thus, the final Winston factor weighs in favor of enforcing the
settlement.
CONCLUSION
On April 18, 2025, Judge Eshkenazi took great pains to repeatedly and thoroughly lay out
the terms of the parties’ settlement agreement and explain to Plaintiffs that they were entering into

a binding settlement. The terms of that agreement were for the payment by Meshi to Plaintiffs of
a settlement amount, in exchange for Meshi to be released from claims as if they had gone to trial,
including claims already adjudicated on summary judgment and claims that could have been raised
in the initial complaint. Plaintiffs agreed to the settlement on the record and confirmed their
understanding of its terms on multiple occasions. Thus, the undersigned recommends that
Defendant’s Motion to Enforce be GRANTED, that Meshi be ordered to pay Plaintiffs the amount
agreed to on the record within 20 days of the Order, and that the Clerk of Court be directed to
dismiss this case, with prejudice, as it pertains to Meshi.7
Any objections to this Report and Recommendation must be filed with the Clerk of the

Court within 14 days of service. See 28 U.S.C. § 636(b); Fed. R. Civ. P. 72(b)(2). If any party
fails to file timely objections to this Report and Recommendation, it will waive any right to
further judicial review of the decision. See 28 U.S.C. § 636(b); Fed. R. Civ. P. 72(b)(2);
Kotlyarsky v. United States Dep’t of Just., 22-2750, 2023 WL 7648618 (2d Cir. Nov. 15, 2023);
Small v. Sec’y of HHS, 892 F.2d 15, 16 (2d Cir. 1989).

7 The undersigned notes that the settlement agreement does not relate to the other defendants in this case who have
not yet appeared. On May 20, 2025, the Court ordered Plaintiffs to take appropriate action by May 30, 2025
regarding unresponsive Defendants A to Z Import Inc. and Eyal Noach. See Order dated May 9, 2025. Plaintiffs
requested an entry of default on May 27, 2025. See Dkt. No. 151. The Clerk entered the certificate of default on
June 3, 2025. See Dkt. No. 152. Defendant Meshi also confirmed at that conference that its Counsel does not
represent A to Z and Eyal Noach and that the settlement on the record only pertains to Plaintiffs and Defendant
Meshi. See Redacted Transcript at 18. The undersigned notes on April 18, 2025, Plaintiffs indicated that they
planned to file a motion for default judgment against these defendants but, as yet, have failed to do so. See id. at 19.
SO ORDERED.
Dated: Brooklyn, New York
December 2, 2025
/S/ SETH D. EICHENHOLTZ
SETH D. EICHENHOLTZ
United States Magistrate Judge
Eastern District of New York

---

Source: Frix Law Library, https://www.frixlaw.com/law-library/cases/11234535. Public record. Not legal advice.