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Mason v. Medifit Corporate Services, Inc.

United States District Court, N.D. California

April 3, 2018

SHEILA MASON, Plaintiff,
v.
MEDIFIT CORPORATE SERVICES, INC. DBA EXOS, Defendant.

          ORDER GRANTING MOTION TO ENFORCE SETTLEMENT RE: ECF NO. 43

          JON S. TIGAR United States District Judge

         Before the Court is Defendant MediFit Corporate Services, Inc.'s motion to enforce settlement. ECF No. 43. The Court will grant the motion.

         I. BACKGROUND

         Plaintiff Sheila Mason brought this discrimination and wage-and-hour action against her former employer, Defendant MediFit. The parties attended a mediation with a court-appointed mediator on November 16, 2017. ECF No. 43-1 ¶ 3. The mediator presented to the parties a written mediator's proposal that provided for a payment by MediFit to Mason within thirty days of acceptance, allowed Plaintiff to “designate a reasonable portion of this amount as compensation for emotional distress damages, ” and stated that “defendant shall not bear any risk of a taxing authority overturning such designation.”[1] ECF No. 43-2. The proposal further provided that “Defendant will provide plaintiff an acceptable letter of reference for her use in seeking new employment, and it will designate an individual in a management position to be the only contact person for potential employers seeking a reference for basic information regarding plaintiff.” Id. The proposal provided for “mutual general releases” and stated that its “terms, if acceptable to the parties, shall be binding, and either party can move to enforce these terms pursuant to California Code of Civil Procedure section 664.6.”[2] Id. The proposal advised the parties that, “[i]f the terms of this Proposal are acceptable, please sign below where indicated. If the terms of this Proposal are not acceptable, do not sign below, and indicate to the Mediator that you do not agree to this Proposal.” Id. (emphasis in original). Both parties signed the proposal. Id.

         Mason has filed a declaration stating that she and her attorney “told the mediator . . . that, as a term of any settlement I be reemployed by Defendant. The mediator then conveyed to us Defendant's response to my proposal, namely that Defendant would not agree to reemploy me as a term of any settlement, but that I was free to apply online for any positions that Defendant was seeking to fill.” ECF No. 53 ¶ 3. She states that this “response was unsatisfactory to me in that it did not provide me with any guarantee that Defendant would reemploy me, or even consider openmindedly any online application that I might submit.” Id. Nonetheless, she “signed the Mediator's Proposal in the belief that it was merely a preliminary outline of points of agreement to be included in a full settlement agreement. I therefore hoped that a more favorable provision regarding my reemployment by Defendant might still be negotiated in a full settlement agreement.” Id. ¶ 4.

         After Mason signed the mediator's proposal, MediFit's counsel presented her with a proposed written settlement agreement that incorporated the terms of the mediator's proposal but included additional terms, including that Mason agree not to apply for reemployment by MediFit. Id. ¶ 5. The proposed agreement included a provision that Mason “had 21 days to think further about whether or not I wanted to settle along the lines presented in their draft.” Id. Mason opted not to sign the proposed agreement.[3] Id.

         Within thirty days after the parties signed the mediator's proposal, MediFit sent Mason a check and the reference letter described in the proposal. ECF No. 43-1 ¶ 7; ECF No. 43-4. Because Mason did not designate an amount of the payment she wished to be considered as compensation for emotional distress damages, MediFit processed the entire payment as if it were “subject to W-2 withholdings.” ECF No. 43-4 at 1. MediFit also designated its People Operations Shared Services Manager as the appropriate point of contact for potential employers. Id. at 4.

         Mason has not cashed the check. She argues that there is no settlement in this case because she did not sign the proposed agreement drafted by MediFit. MediFit moves to enforce the terms of the signed mediator's proposal and to dismiss this case.

         II. LEGAL STANDARD

         A district court may “enforce summarily an agreement to settle a case pending before it. However, the district court may enforce only complete settlement agreements. Where material facts concerning the existence or terms of an agreement to settle are in dispute, the parties must be allowed an evidentiary hearing.” Callie v. Near, 829 F.2d 888, 890 (9th Cir. 1987) (citations omitted). Ordinary contract principles apply to the “construction and enforcement of settlement agreements.” Jeff D. V. Andrus, 899 F.2d 753, 759 (9th Cir. 1989). “Under California law, the intent of the parties determines the meaning of the contract. The relevant intent is ‘objective' ‒ that is, the intent manifested in the agreement and by surrounding conduct ‒ rather than the subjective beliefs of the parties.” United Commercial Ins. Serv., Inc. v. Paymaster Corp., 962 F.2d 853, 856 (9th Cir. 1992) (citations omitted).

         III. DISCUSSION

         The parties do not dispute that they each signed the mediator's proposal. Nor do they dispute the contents of the proposal, including the provision that the terms listed in the proposal shall be binding if accepted by the parties. Indeed, both parties submitted the same signed mediator's proposal as part of their briefing. ECF No. 43-2 (MediFit); ECF No. 53 at 5 (Mason). Consequently, there is “no need for an evidentiary hearing on whether an agreement existed, or what its terms were.” Doi v. Halekulani Corp., 276 F.3d 1131, 1138-39 (9th Cir. 2002).

         Mason contends that the signed document cannot be enforced because it is not a complete settlement agreement. In particular, she argues that the signed mediator's proposal failed to address two material terms: the amount of the payment that would be subject to W-2 withholdings and “whether or on what basis ...


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