CALVIN MATTHEWS V. NPMG ACQUISITION SUB LLC, No. 11-17272 (9th Cir. 2013)
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FILED NOT FOR PUBLICATION UNITED STATES COURT OF APPEALS MAY 20 2013 MOLLY C. DWYER, CLERK U .S. C O U R T OF APPE ALS FOR THE NINTH CIRCUIT CALVIN MATTHEWS, et al., Plaintiffs - Appellants, No. 11-17272 D.C. No. 2:09-cv-02326-FJM v. MEMORANDUM * NPMG ACQUISITION SUB LLC, Defendant - Appellee. Appeal from the United States District Court for the District of Arizona Frederick J. Martone, District Judge, Presiding Submitted May 16, 2013 ** San Francisco, California Before: CLIFTON and BEA, Circuit Judges, and DUFFY, District Judge.*** * This disposition is not appropriate for publication and is not precedent except as provided by 9th Cir. R. 36-3. ** The panel unanimously concludes this case is suitable for decision without oral argument. See Fed. R. App. P. 34(a)(2). *** The Honorable Kevin Thomas Duffy, District Judge for the U.S. District Court for the Southern District of New York, sitting by designation. Plaintiffs appeal the district court s grant of summary judgment in favor of their former employer, NPMG Acquisition Sub, LLC. We have jurisdiction under 28 U.S.C. § 1291, and we affirm. Plaintiffs ratified the EEOC s entry of the consent decree, which waived plaintiffs individual claims under 42 U.S.C. § 1981 against NPMG, and thereby are bound by its terms. Plaintiffs are bound to the decree if by their words or deeds they ratified the EEOC s entry of the decree on their behalf. See All-Way Leasing, Inc. v. Kelly, 895 P.2d 125, 128 (Ariz. Ct. App. 1994) ( A person not bound by a contract may ratify the contract and thus become bound by its terms, by affirming the contract through words or deeds. ); Phx. W. Holding Corp. v. Gleeson, 500 P.2d 320, 326 (Ariz. Ct. App. 1972) ( Ratification is the affirmance by a person of a prior act which did not bind him but which was done or professedly done on his account, whereby the act . . . is given effect as if originally authorized by him. ) (quoting Restatement (Second) of Agency § 82 (1958)) (internal quotation marks omitted). A court may infer an intent to ratify if a non-party to the contract voluntarily accepts benefits conferred by the contract. All-Way Leasing, 895 P.2d at 128. Plaintiffs ratified the consent decree by accepting and spending the settlement payments NPMG paid them pursuant to the decree, while knowing that 2 the decree stated that they had waived any claims that could have been raised in the EEOC lawsuit. Plaintiffs waiver was voluntary, deliberate, and informed because the consent decree s terms were unambiguous and there was no coercive atmosphere leading to the waiver of their rights. See Stroman v. W. Coast Grocery Co., 884 F.2d 458, 461-62 (9th Cir. 1989). Plaintiffs are bound by the consent decree, and the grant of summary judgment is affirmed.1 AFFIRMED. 1 Because plaintiffs became parties to the consent decree through ratification, we do not reach whether non-party preclusion bars plaintiffs claims. 3
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