Charity Swift v. Frontier Airlines, Incorporated, No. 15-1261 (4th Cir. 2016)
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UNPUBLISHED UNITED STATES COURT OF APPEALS FOR THE FOURTH CIRCUIT No. 15-1261 CHARITY CHIDINMA EMERONYE SWIFT, Plaintiff – Appellant, v. FRONTIER AIRLINES, JANE DOE, INCORPORATED, a Colorado corporation; Defendants - Appellees. Appeal from the United States District Court for the Eastern District of Virginia, at Alexandria. Anthony J. Trenga, District Judge. (1:14-cv-01139-AJT-IDD) Submitted: September 18, 2015 Decided: January 7, 2016 Before MOTZ, DIAZ, and HARRIS, Circuit Judges. Affirmed by unpublished per curiam opinion. Charity Chidinma Emeronye Swift, Stephen Christopher Swift, SWIFT & SWIFT, ATTORNEYS AT LAW, P.L.L.C., Alexandria, Virginia, for Appellant. Sarah E. Moffett, Joseph M. Rainsbury, LECLAIRRYAN, Alexandria, Virginia; Austin W. Bartlett, Paula L. Wegman, Steven L. Boldt, Charles Ingrassia, ADLER MURPHY & MCQUILLEN LLP, Chicago, Illinois, for Appellees. Unpublished opinions are not binding precedent in this circuit. PER CURIAM: Charity Chidinma Emeronye Swift appeals from the district court’s order granting Frontier Airlines’s motion to enforce an oral settlement agreement and dismissing Swift’s action. We hold that the district court did not abuse its discretion in enforcing the settlement agreement. When considering agreement, the principles. a district Thus, we affirm. motion court to enforce applies a settlement standard contract Bradley v. Am. Household Inc., 378 F.3d 373, 380 (4th Cir. 2004). To enforce a settlement agreement under its inherent equity power, the district court “(1) must find that the parties reached a complete agreement and (2) must be able to determine its terms and conditions.” Inc., 277 F.3d district court’s decision to discretion. 535, 540-41 findings enforce a Id. at 541. (4th of Hensley v. Alcon Labs., Cir. fact settlement for 2002). clear agreement We error for review a and its abuse of “Having second thoughts about the results of a valid settlement agreement does not justify setting aside an otherwise valid agreement . . . and the fact that the agreement is not in writing does not render it unenforceable.” Id. at 540 (citations and quotation marks omitted). 2 Under Virginia law, * “settlement agreements are treated as contracts subject interpretation.” Cir. 1991). to the general principles of contract Byrum v. Bear Inv. Co., 936 F.2d 173, 175 (4th A contract is formed when the offeree communicates its acceptance to the offeror. See Levy v. Beach Inv. Corp., 181 S.E.2d 607, 607–08 (Va. 1971). Swift proffers numerous arguments supporting her contention that no binding settlement agreement exists. First, Swift asserts that her signing a release was a condition precedent to the creation of an enforceable agreement. However, when questioned, Swift’s counsel (who was also her husband) could not reference any discussion such a requirement. was understood, or other objective manifestation of While counsel claimed that the condition although not explicitly verbalized, Virginia courts “ascertain whether a party assented to the terms of a contract from that party’s words or acts, not from his or her unexpressed state of mind.” 175 (Va. 2007). Phillips v. Mazyck, 643 S.E.2d 172, Virginia courts require an objective manifestation of consent to contract terms; “[a] party’s silence . . . is insufficient to show its intention to be bound by the * Frontier asserts that settlement agreements arising However, Frontier notes that that, even if federal common may be considered. choice of law in the context of under federal law is unsettled. Swift cites to Virginia law and law applies, Virginia common law 3 terms of a contract.” Id. at 176. Because, in reaching the agreement, no mention was made of a requirement of a subsequent written confirmation, the fact that the release was never signed does not undermine the existence of the prior oral settlement agreement. Next, proffered Swift contends release, that together with the the very existence fact of that release the the allegedly added additional terms and required a signature, is proof that there was no agreement prior to a signed release. However, the mere existence of an unsigned and subsequent release, even if it contains additional terms, does not void a prior oral agreement. (Va. App. 2001) See Hart v. Hart, 544 S.E.2d 366, 374-75 (holding that, once a contract is formed, attempt to add new terms does not void the contract, but rather relates to the performance of the contract). In addition, in the e-mail discussions regarding the release, Swift raised no complaint regarding any of the allegedly additional terms, undermining her assertion that the release added terms and was fundamentally unfair. We conclude that the fact that Frontier drafted a written release and forwarded it to Swift for her signature did not void the oral settlement agreement. Next, Swift asserts that the district court erred in ruling without a agreement. hearing on the Specifically, motion Swift 4 to enforce claims that the the settlement following material issues of fact existed: (1) whether there was a meeting of the minds, (2) whether Swift’s husband had authority to act on her behalf, and (3) whether the agreement reached included an apology. In determining whether to enforce a settlement agreement, if there is a substantial factual dispute over either the agreement’s existence or its terms, then the district court must hold an evidentiary hearing. Hensley, 277 F.3d at 541. If, however, a settlement agreement exists and its terms and conditions can nonperformance be is determined, as comparatively enforce the agreement summarily. We find that the long as unsubstantial, the the excuse for court may abuse its Id. at 540. district court did not discretion in summarily granting Frontier’s motion to enforce the settlement agreement. Although Swift challenged whether a settlement agreement existed, the district court determined that there was no substantial factual dispute on the point, because Swift’s claim that there was no “meeting of the minds” contradicted by the record and entirely unsubstantiated. was Both parties agree that Swift requested a specific sum for dismissing her case, Frontier agreed to pay it, and the parties shook hands on the deal. Swift’s request for an apology came later. Nor do we find any genuine issue of fact as to the authority of Swift’s husband (who appeared as counsel for his wife) to act on her behalf. 5 Next, Swift contends that the settlement agreement is unenforceable because Frontier’s negotiation tactics were unfair and in bad faith. counsel preyed settlement. Specifically, Swift asserts that Frontier’s on her emotional state in securing an unfair Swift contends that the monetary settlement was inequitable, and she would not have agreed to such an amount absent Frontier’s counsel’s misconduct and her own emotional state. If inadequacy of price or inequality in value are the only indicia of unconscionability, justify equitable relief. 371, 381–82 readily (Va. show the case must be extreme to Smyth Bros. v. Beresford, 104 S.E. 1920). that the Other factors, bargain was however, more unfair legally may and inequitable: concealments, misrepresentations, undue advantage, oppression, sickness, or old evidence age, of ignorance, incapacity, or weakness pecuniary of mind, necessities. Derby v. Derby, 378 S.E.2d 74, 79 (Va. App. 1989). Here, the factors unconscionability. inequitable. Nor do First, is not the there support bargain any that argument is Frontier’s Frontier not counsel preyed on credible. badgered her Swift or 6 was indication misrepresented or concealed any evidence. asserts a finding not of obviously that Frontier Finally, while Swift emotional does strong state, this not contend that armed her during negotiations. In fact, Swift contends the Frontier’s counsel pretended to be friendly. opposite — that Further, the offer that was accepted was made by Swift herself, who is a lawyer and who was represented by counsel at the settlement negotiations. Given the undisputed facts, we conclude that the district court did not abuse its discretion in rejecting the claim that the contract was unconscionable. Finally, amounted to asserts that enters into Swift a contends requirement signing the a that that release agreement would the she district sign that be the states court’s order release. She that perjury. she freely However, the district court’s finding was that a contract existed prior to the unexecuted release: Frontier would pay the agreed amount in exchange for dismissal of the suit and confidentiality. Thus, the release was not part of the oral contract and need not be executed. Thus, we affirm the district court’s order. We dispense with oral argument because the facts and legal contentions are adequately presented in the materials before this court and argument would not aid the decisional process. AFFIRMED 7
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