Kaiser v. CSL Plasma Inc, No. 2:2015cv00842 - Document 63 (W.D. Wash. 2017)

Court Description: ORDER denying 45 Motion to Enforce by Chief Judge Ricardo S. Martinez.(SSM)
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Kaiser v. CSL Plasma Inc Doc. 63 1 2 3 4 UNITED STATES DISTRICT COURT WESTERN DISTRICT OF WASHINGTON AT SEATTLE 5 6 JASMINE KAISER, 7 8 Plaintiff, 9 v. 10 CSL PLASMA INC., a corporation, 11 Defendant. 12 13 ) ) CASE NO. C15-0842RSM ) ) ) ORDER DENYING DEFENDANT’S ) MOTION TO ENFORCE ) ) ) ) ) 14 I. INTRODUCTION 15 16 This matter comes before the Court on Defendant’s Motion to Confirm and Enforce 17 Settlement Agreement . Dkt. #45. Defendant argues that the parties entered into a binding 18 settlement agreement, even though it has not yet been reduced to writing, and asks the Court to 19 bind Plaintiff to the material terms of that agreement. Id. Plaintiff argues that the parties did 20 not reach agreement on the confidentiality provision and therefore a settlement agreement was 21 22 never reached and there is nothing to enforce. Dkt. #52. For the reasons discussed below, the 23 Court agrees with Plaintiff and DENIES Defendant’s motion.1 24 25 26 27 28 II. BACKGROUND 1 Defendant has also filed a Motion for Protective Order, asking the Court to stay all discovery pending a resolution of this motion to enforce, and seeking to limit the scope of Plaintiff’s requested 30(b)(6) deposition. Dkt. #48. In addition, Plaintiff has filed a Motion for Partial Summary Judgment asking the Court to dismiss Defendant’s defense that this action has been settled, and dismissing Defendant’s affirmative defenses of failure to state a claim, preemption and primary jurisdiction. Dkt. #50. These motions will be addressed in separate Orders. ORDER PAGE - 1 Dockets.Justia.com 1 On April 27, 2015, Plaintiff filed a discrimination action in King County Superior Court 2 against Defendants. Dkt. #1-1. Defendant removed the action to this Court on the basis of 3 diversity jurisdiction. Dkt. #1. 4 In her Complaint, Plaintiff alleges that Defendant CSL Plasma Inc. operates and 5 advertises a plasma center in Kent, Washington, where it pays individuals in exchange for 6 7 plasma “donations.” Dkt. #1-1 at ¶ 7. Plaintiff further alleges that she went to CSL Plasma 8 intending to make a donation but was turned away because she is a transgender person. Dkt. 9 #9. Plaintiff was apparently told that CSL Plasma had placed a “lifetime” deferment on any 10 donation by Plaintiff, and that CSL Plasma would be notifying other, similar centers of the 11 lifetime deferment, which essentially precluded her from ever “donating” her plasma at one of 12 13 these centers. Id. As a result, Plaintiff filed the instant lawsuit alleging violations of 14 Washington State’s Consumer Protection Act (CPA), RCW 19.86.010 to .920, and the 15 Washington Law Against Discrimination (WLAD), RCW 49.60.010 to .505. Through her suit, 16 Plaintiff seeks the following relief: 17 A. a monetary judgment against defendant CSL Plasma and in favor of Ms. Kaiser; 18 19 B. declaratory relief pursuant to the Consumer Protection Act and the Washington Law Against Discrimination; 20 21 C. injunctive relief pursuant to the Consumer Protection Act; 22 D. exemplary damages, including exemplary damages under RCW 19.86; 23 E. an award of attorney fees and costs to the extent authorized by Washington law, including the Washington Law Against Discrimination and the Consumer Protection Act; and 24 25 26 27 F. such other relief as the Court deems just and proper. Dkt. #1-1 at 4, Prayer for Relief. 28 ORDER PAGE - 2 1 On August 17, 2015, this Court remanded this matter back to King County Superior 2 Court after finding that Defendant had failed to demonstrate by a preponderance of the 3 evidence that the minimum amount in controversy requirement for subject matter jurisdiction 4 had been met. Dkt. #24. The case was then closed. Id. 5 On April 12, 2016, Defendant again removed the action to this Court. Dkt. #27. 6 7 Defendant again alleged diversity jurisdiction as the basis of removal, but set forth new 8 evidence of the requisite amount in controversy. Id. Removal was not challenged by Plaintiff, 9 and the Court retained the case. 10 On or about November 2, 2106, the parties notified the Court that they had reached a 11 settlement agreement and asked the Court to enter its standard Order of Dismissal. Dkt. #37. 12 13 The Court entered its standard Order and again closed the matter. Dkt. #37. However, the 14 Court’s Order provided that “[i]n the event that the settlement is not perfected, any party may 15 move to reopen the case, provided that such motion is filed within thirty (30) days of the date 16 of this order.” Id. 17 18 Just a few weeks later, on November 29, 2016, Plaintiff moved to reopen this case on 19 the basis that the parties had not been able to perfect settlement. Dkt. #38. The motion was 20 unopposed, and the Court re-opened the matter. Dkt. #40. The parties’ pending motions 21 followed. 22 23 III. 24 DISCUSSION 25 Defendant has moved this Court for an Order confirming the parties’ settlement 26 agreement and enforcing the material terms therein. Dkt. #45. Settlement agreements are 27 contracts which a federal court interprets by looking to the contract law of the state in which it 28 ORDER PAGE - 3 1 sits. Jeff D. v. Andrus, 899 F.2d 753, 759 (9th Cir. 1990). To form a valid and enforceable 2 contract in Washington, the parties must objectively manifest their mutual assent to the 3 essential terms. Yakima Cnty. Fire Prot. Dist. No. 12 v. City of Yakima, 122 Wn.2d 371, 388, 4 858 P.2d 245 (1993). A party manifests assent to an agreement when the reasonable meaning 5 of a person’s words and acts, notwithstanding any subjective reservations or intent, indicates 6 7 assent. City of Everett v. Sumstad’s Estate, 95 Wn.2d 853, 854, 631 P.2d 366 (1981). The 8 stated terms must be complete and definite enough for the Court to ascertain their meaning and 9 to fix the parties’ contractual liabilities. Keystone Land & Dev. Co. v. Xerox Corp., 152 Wn.2d 10 171, 178, 94 P.3d 945 (2004). Parties can be bound by the agreement of their counsel even if 11 the parties contemplated signing a more formal writing in the future. Loewi v. Long, 76 Wn. 12 13 480, 484, 136 P. 673 (1913); Morris v. Maks, 69 Wash. App. 865, 850 P.2d 1357 (1993). 14 In October and November of 2016, the parties engaged in a number of phone, email and 15 letter negotiations regarding settlement. Dkt. #51, Exs. D-N.2 The Court has reviewed the 16 correspondence between the parties. Taking the evidence in the light most favorable to 17 18 Plaintiff, the Court finds that counsel for the parties agreed to a specific monetary amount to be 19 paid to Plaintiff to resolve her claims. Dkt. #51, Ex. F. Indeed, the correspondence evidences 20 that the monetary amount of the settlement was the initial focus of the discussions. See Dkt. 21 #51, Exs. C-F. 22 It is also true that the parties generally agreed that any settlement would be reduced to a 23 24 written document that would contain: a confidentiality provision, release of all claims by Ms. Kaiser, a stipulation of dismissal with prejudice of the action on the merits, without attorney’s 25 26 27 28 2 These exhibits are largely duplicative of those offered by Defendant in support of its Motion to Enforce. See Dkt. #49, Ex. A-E. For ease of reference, the Court cites to only one set of Exhibits. ORDER PAGE - 4 fees or costs to either party, and other such customary terms that are included in settlement agreements. 1 2 Dkt. #51, Ex. E. However, those terms were not discussed in detail until after the parties had 3 4 agreed on the monetary amount. Indeed, on October 25, 2016, Plaintiff’s counsel conveyed 5 that his client would accept the monetary payment, raised a question about securing a copy of 6 Defendant’s new donation policy, and asked for a draft settlement agreement in writing. Id., 7 Ex. G. The discussion of the policy led to a dispute about confidentiality and what was 8 expected of Plaintiff and any discussion of her claims as part of the settlement. Id., Exs. G-N. 9 10 On this record, the Court finds that neither Plaintiff’s actions nor her words manifested 11 any intent to accept the confidentiality agreement proposed by Defendant. Further, Defendant 12 clearly has not accepted the proposed exception to the confidentiality agreement from Plaintiff. 13 Id. Contrary to Defendant’s assertions, this situation is different from that discussed in Amini v. 14 Bank of Am. Corp., 2014 U.S. Dist. LEXIS 56050, *6-11 (W.D. Wash. Apr. 7, 2000). In that 15 16 case, the Court found that there was evidence the parties had agreed to six specific terms of 17 settlement prior to reducing any agreement to writing, and the parties were therefore held to 18 those terms. Likewise, this case is distinguishable from Kruger v. Credit Int’s Corp., 2012 U.S. 19 Dist. LEXIS 60278 (W.D. Wash. Apr. 30, 2012). While the Court found that a binding 20 21 contract occurred prior to any written draft of the agreement, the Court made such a 22 determination on the basis that the evidence demonstrated no material terms were in dispute 23 and the proposal at issue had specifically been discussed and assented to prior to the drafting of 24 a written agreement. Kruger, 2012 U.S. Dist. LEXIS 60278 at *7-10. That is not the situation 25 in the instant matter. 26 27 28 ORDER PAGE - 5 IV. 1 CONCLUSION 2 Having reviewed the relevant pleadings, the declarations and exhibits attached thereto, 3 and the remainder of the record, the Court concludes that no enforceable settlement agreement 4 between the parties has been reached, and hereby ORDERS that Defendant’s Motion to 5 Enforce (Dkt. #45) is DENIED. 6 7 DATED this 24th day of February 2017. 8 A 9 RICARDO S. MARTINEZ CHIEF UNITED STATES DISTRICT JUDGE 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 ORDER PAGE - 6