Mims v. Bogan (MAG+)(JOINT ASSIGN), No. 1:2012cv00887 - Document 90 (M.D. Ala. 2015)

Court Description: OPINION. Signed by Honorable Judge Myron H. Thompson on 7/30/2015. (kh, )

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IN THE DISTRICT COURT OF THE UNITED STATES FOR THE MIDDLE DISTRICT OF ALABAMA, SOUTHERN DIVISION RICHARD MIMS, ) ) ) ) ) ) ) ) ) Plaintiff, v. D. BOGAN, Defendant. CIVIL ACTION NO. 1:12cv887-MHT (WO) OPINION Plaintiff Richard Mims brought this action against defendant D. Bogan asserting unlawful arrest and use of excessive force in violation of the Fourth Amendment of the United States Constitution as well as battery in violation of Alabama law. Subject-matter jurisdiction is proper under 28 U.S.C. §§ 1331 (federal question), 1343(a)(3) (civil rights), and 1367 (supplemental). The case is now before the court on Mims’s motion to set aside the dismissal and reinstate the Bogan’s motion to enforce the settlement. case and A hearing was held on both motions on July 29, 2015. to set aside will be granted, the case The motion will be reopened, and the motion to enforce the settlement will be granted as well. I. BACKGROUND On June 2, 2015, Bogan’s counsel informed the court that the parties in this case had reached a settlement agreement. Based on this reported settlement, the court entered a judgment dismissing the case but also providing, among other things, that the parties had 49 days to file a motion to have the dismissal set aside and the case reinstated for a determination as to whether there was, in fact, a settlement and, if so, for its enforcement. On July 8, 2015, Mims filed a motion to set aside the judgment, claiming that there was no settlement. Bogan disagreed that there was no settlement moved and has to 2 enforce the settlement agreement. He submitted email exchanges as evidence. The emails at issue show the following: On May 21, Mims’s counsel wrote that Mims would not go any lower than $ 16,000, but that his counsel would be willing to reduce attorney fees by $ 2,000, thereby reducing the settlement offer to $ 14,000. On the same day, Bogan’s counsel wrote back, saying that “[t]he offer of Mr. Mims to settle the case for $ 14,000.000 is accepted.” Email from Joe Adams to Leroy Maxwell (doc. no. 86-2) at 1. Bogan’s counsel then said he would draft the settlement paperwork and would send it to Mims. On June 1, Mims’s counsel wrote to Bogan’s counsel that “I do not have a problem with you notifying settlement the Judge agreement that in we reached principle, execution of release forms.” 3 have a pending Email from Leroy Maxwell to W. Allen Sheehan (doc. no. 86-5) at 1. Over the next month, the parties discussed the settlement agreement, to which Bogan proposed adding language that would expedite the dispersal of funds to Mims. Bogan had already sent a settlement agreement to Mims, who had not yet signed it. When Bogan sent the new version, Mims’s counsel wrote back, asking if he could arrange for Mims to come to defense counsel’s office to sign the new agreement. Mims never showed up, and the agreement has not been signed. II. DISCUSSION As a threshold, both parties agree that the case should be reopened. the motion to reopen. The court agrees and will grant However, the parties disagree what should occur after the case is reopened. Mims argues, without providing any detail, that the parties never reached a settlement. 4 Bogan responds that the emails show a binding settlement agreement. The court agrees with Bogan and finds that the parties made a binding settlement agreement. A district enforce a litigants court. 260 court ordinarily settlement while has agreement litigation is the entered pending power to into by before that Mass. Cas. Ins. Co. v. Forman, 469 F.2d 259, (5th Cir. 1972) curiam).* (per In determining whether a valid, enforceable settlement agreement has been reached by the parties, federal courts differed on the source of law to apply. have Courts have decided, on some occasions, that federal common law governs, Works, see, Inc., e.g., 769 Eatmon F.2d v. 1503, Bristol 1516 Steel (11th Cir. & Iron 1985) (citing Fulgence v. J. Ray McDermott & Co., 662 F.2d * In Bonner v. Prichard, 661 F.2d 1206, 1209 (11th Cir. 1981) (en banc), the Eleventh Circuit Court of Appeals adopted as binding precedent all of the decisions of the former Fifth Circuit handed down prior to the close of business on September 30, 1981. 5 1207, 1209 (5th Cir. 1981)), and, on other occasions, that state law governs, see, e.g., Resnick v. Uccello Immobilien GMBH, Inc., 227 F.3d 1347, 1350 (11th Cir. 2000). See also Hogan v. Allstate Beverage Co., Inc., 821 F.Supp.2d 1274, 1279 (M.D. Ala. 2011) (Thompson, J.) (discussing the differing approaches). In this case, the court need not resolve which body of law applies, because a settlement was reached under basic, hornbook contract law, regardless as to whether it is viewed as federal or state. A valid contract requires “an offer and an acceptance, consideration, and mutual assent to terms essential to the formation of a contract.” Shaffer v. Regions Fin. Corp., 29 So. 3d 872 (Ala. 2009). other words, any and all terms essential to contract must be both defined and agreed-upon. In the See Hogan, 821 F. Supp. 2d at 1280 (citing Browning v. Peyton, 918 F.2d 1516, 1521 (11th Cir. 1990)). “An agreement, even an oral one, will not automatically be 6 considered non-binding merely because formal document was envisioned.” a later, more See Samson Plastic Conduit & Pipe Corp. v. Battenfeld Extrusionstechnik GMBH, 718 F. Supp. 886, 892 (M.D. Ala. 1989) (Dubina, J.); see also Restatement (Second) of Contracts § 27 (1981) (“Manifestations of assent that are in themselves sufficient to conclude a contract will not be prevented from so operating by the fact that the parties also manifest an intention to prepare and adopt a written memorial thereof; but the circumstances may show that the agreements are preliminary negotiations.”). “[I]t is well settled that where there is uncertainty and ambiguity in a contract, it is the duty of the court to construe the contract so as to express the intent of the parties.” Dynamics, Inc., 20 So. 3d Kelmore, LLC v. Alabama 783, 791 (Ala. 2009) (internal quotation marks omitted). “[I]f the contract is evidence ambiguous, parol or extrinsic 7 will be allowed to clarify the contract.” Marriott Int’l, Inc. v. deCelle, 722 So. 2d 760, 762 (Ala. 1998). “Although the destruction of contracts because of uncertainty is disfavored under the law, if a court cannot discern the intentions of the parties to a contract because the contract is so vague and indefinite, the contract is void on the ground of uncertainty.” Drummond Co., Inc. v. Walter Industries, Inc., 962 So. 2d 753, 774 (Ala. 2006); see also White Sands Group, L.L.C., v. PRS II, LLC, 998 So. 2d 1042, 1051 (Ala. 2008) (“[A] contract that leaves material portions open for future agreement is nugatory and void for indefiniteness.”) citations omitted). (internal For an alleged contract to be considered void on this basis, “the indefiniteness must reach the point where Poole v. Prince, 61 construction So. 3d 258, becomes 275 futile.” (Ala. 2010) (internal citations omitted). In this contract. case, it is clear there was a valid In response to a $ 16,000 offer from Bogan, 8 Mims’s counsel responded, by email, that he could do $ 14,000. This $ 14,000 was a counteroffer, Bogan accepted via email on May 21. which Therefore, there was a written offer (Mims’s email offering $ 14,000), a written acceptance (Bogan’s email), and consideration (payment for settlement of the case). The contract is valid. Mims points to a June 1 email, where his counsel stated that [Bogan’s he did counsel] “not have notifying the a problem Judge that with we you have reached a settlement agreement in principle, pending execution Maxwell to of W. the release Allen forms,” Sheehan (doc. Email no. from 86-5) Leroy at 1. Relying on this email, Mims argues that there was no settlement without execution of the release forms. In other words, he argues that execution of the release forms was a material term of the contract that was never completed. However, as noted above, the mere fact that parties intend to memorialize an agreement in 9 a more formal way does not make the initial offer and acceptance non-binding. Samson Plastic Conduit, 718 F. Supp. at 892; Restatement (Second) of Contracts § 27 (1981). Here, there is no indication that signing the release forms was a material term of the deal when Mims made the offer for $ 14,000 or when the offer was accepted, nor is there any indication that the written release forms would have changed a material term. While Mims may not have wanted to inform the court that the settlement pending release agreement forms, was that reached parol in principle, evidence is not enough to raise any ambiguity in the essential terms of the contract, much less one so “vague and indefinite” as to force the court to destroy the contract. *** Accordingly, pursuant to this opinion, the court will enter an order, first, setting aside the dismissal of this case and reinstating it and, second, enforcing the settlement agreement. Counsel for Bogan informs 10 the court that Bogan would be satisfied with simply an order declaring that there is a settlement and, because the case is now settled, a judgment dismissing the case with prejudice. longer Bogan’s counsel says a release is no necessary. therefore, include The the order requested of the court declaration, will, and a judgment of dismissal with prejudice will follow and be entered as well. DONE, this the 30th day of July, 2015. /s/ Myron H. Thompson___ UNITED STATES DISTRICT JUDGE

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