                            UNITED STATES DISTRICT COURT
                            FOR THE DISTRICT OF COLUMBIA

                                         )
SINCERI GUERRERO,                        )
                                         )
                Plaintiff,               )
                                         )
        v.                               )            Civil Action No. 14-2107 (RMC)
                                         )
THOMAS VILSACK, Secretary,               )
United States Department of Agriculture, )
                                         )
                Defendant.               )
                                         )

                                   MEMORANDUM OPINION

               Pending before the Court is Defendant’s Second Motion to Dismiss [Dkt. 16].

Ms. Guerrero entered into a Settlement Agreement with the U.S. Department of Agriculture

effective July 6, 2015. Because the Court finds that the Settlement Agreement unambiguously

settles all issues and claims that Ms. Guerrero had or could have had against Defendant,

including those presented here, the motion will be granted and this case will be dismissed.

                                            I. FACTS

               The facts pertinent to the merits of this case were set forth in the Court’s previous

opinion, Guerrero v. Vilsack, --- F.3d ---, 2015 WL 5729229 (D.D.C. Sep. 30, 2015). Only a

brief summary is necessary here.

               Sinceri Guerrero’s federal employment began in December 2010, when she was

hired under the Business Management Leadership Program into the USDA’s Food Safety and

Inspection Service (FSIS). The leadership program was abolished by Executive Order on March

1, 2011, and Ms. Guerrero spent one year of probationary service in the FSIS Office of Civil

Rights before obtaining status as a Management Analyst on January 29, 2012.




                                                 1
                             Ms. Guerrero claims to have suffered myriad instances of discrimination from

January 2011 to June 2011 while at the Office of Civil Rights. See Guerrero, 2015 WL 5729229

at *2. She then transferred to the FSIS Office of Management for four months before joining the

FSIS Workers Compensation, Safety and Health Division.

                             In January 2012, she left that job for the Office of the Secretary of Agriculture,

where she worked on the Administrative Solutions Project Blueprint for Stronger Service. She

would later claim under-compensation while working on that project.

                             In November 2012, Ms. Guerrero was reassigned to the FSIS Labor and Employee

Relations Division (LERD). She claims another spate of discriminatory harassment throughout

2013 while at LERD. See Guerrero, 2015 WL 5729229 at *3.

                             In the summer of 2014, she applied and interviewed for a Litigation Specialist

position at a GS-14 grade. When later told that she would have to submit a writing sample, Ms.

Guerrero withdrew her application and did not get the job.

                             Ms. Guerrero filed an administrative complaint (No. FSIS-2013-00013) on

November 13, 2012. See Mot., Ex. A [Dkt. 6-1] (First Admin. Compl.).1 It alleged “a long

string of continual harassment” beginning in January 2011 and culminating in the termination of

her detail to the Administrative Solutions Project. Id. at 3.

                             Ms. Guerrero filed a second administrative complaint (No. FSIS-2014-00238) on

March 13, 2014. See Mot., Ex. E [Dkt. 6-5] (Second Admin Compl.).2 She alleged retaliation

for having filed her October 2012 EEO complaint, to wit, her 2013 Performance Appraisal of


                                                            
1
 Ms. Guerrero first contacted an EEO counselor, as required by regulations, on October 4, 2012.
See Mot., Ex. C [Dkt. 6-3] (First EEO Compl.).
2
  Ms. Guerrero first contacted an EEO counselor, as required by regulations, on January 24, 2014.
See Mot., Ex. F [Dkt. 6-6] (Second EEO Compl.). 


                                                               2
“fully successful.” This complaint also alleged an Equal Pay Act violation for her comparatively

low pay while reassigned to LERD since November 2012. Ms. Guerrero sought back pay.

                After neither of those administrative complaints was resolved at the agency level,

Ms. Guerrero filed suit in this Court on December 12, 2014 and amended her complaint six days

later. See Am. Compl. [Dkt. 2]. A motion to dismiss was filed on February 6, 2015, was fully

briefed, and ultimately resolved by the Court on September 30, 2015.

                The preceding facts were drawn from Ms. Guerrero’s complaint and the exhibits

referenced thereby, and thus they were considered in resolving Defendant’s first motion to

dismiss. The following facts are not alleged in Ms. Guerrero’s complaint. Because the pending

motion is nominally a motion to dismiss, the Court could not consider such facts without

converting the motion into one for summary judgment. See Fed. R. Civ. P. 12(d). But because

neither party addresses the rule under which this motion is or should be brought, and because

both parties offer facts outside the complaint, the motion will be treated as one for summary

judgment. The following facts will therefore be considered.

                Shortly after filing this suit, Ms. Guerrero requested permission from LERD to

work remotely, from a location closer to her ailing daughter in Florida. Opp’n to 2d Mot. to

Dismiss [Dkt. 18] (Opp’n) at 2. She was allowed a 90 day detail to Raleigh, North Carolina—

with no relocation or travel funds—and told that her employer would reconsider the issue

thereafter. Id. Ms. Guerrero “felt she was treated unequally” for several reasons, including that

she had filed this case, but decided not to complain at that time. Id. at 2-3.

                After receiving a troubling call from her co-worker, however, Ms. Guerrero

“surmised that she was denied remote work approval [and] relocation assistance . . . as a way of

building a [pretextual] foundation for discipline . . . or to get Plaintiff to resign.” Id. at 3. She

then filed a third administrative complaint (No. FSIS-2015-00568) on May 6, 2015. Ms.


                                                   3
Guerrero agreed to mediate her third administrative complaint, which resulted in the Settlement

Agreement that is now the basis for Defendant’s Second Motion to Dismiss.

                                   II. LEGAL STANDARDS

               It is well settled that courts “interpret a settlement agreement under contract law.”

Gonzalez v. Dep’t of Labor, 609 F.3d 451, 457 (D.C. Cir. 2010) (citing T Street Dev., LLC v.

Dereje & Dereje, 586 F.3d 6, 11 (D.C. Cir. 2009)).

               When interpreting a contract, “if its terms are unambiguous on their face,

interpretation is considered a question of law appropriately resolved by th[e] court.” United

States ex rel. Dep’t of Labor v. Ins. Co. of N. Am., 131 F.3d 1037, 1042 (D.C. Cir. 1997) (citing

NRM Corp. v. Hercules, Inc., 758 F.2d 676, 682 (D.C. Cir. 1985)). Whether the terms are

ambiguous is also a question of law for the Court. Segar v. Mukasey, 508 F.3d 16, 22 (D.C. Cir.

2007) (citing Bennett Enters., Inc. v. Domino’s Pizza, Inc., 45 F.3d 493, 497 (D.C. Cir. 1995)).

A contract is ambiguous only “if it is reasonably susceptible of different constructions,” and not

“merely because the parties later disagree on its meaning.” Segar, 508 F.3d at 22 (quoting

Bennett, 45 F.3d at 497).

                  Where the contract is clear and unambiguous, the Court cannot consider parol

or extrinsic evidence. Bode & Grenier, LLP v. Knight, --- F.3d ---, 2015 WL 6405279, at *9

(D.C. Cir. Oct. 23, 2015) (“Under[] D.C. law, courts may only resort to extrinsic evidence in

interpreting a contract when the language admits of no clear interpretation.”) (citing In re Bailey,

883 A.2d 106, 118 (D.C. 2005)). In other words, “parol evidence may not be used to vary the

plain meaning of a contract.” Am. Postal Workers Union v. U.S. Postal Serv., 550 F.3d 27, 31

(D.C. Cir. 2008) (citing Am. Fed’n of Gov’t Employees, Local 2924 v. Fed. Labor Relations

Auth., 470 F.3d 375, 383 (D.C. Cir. 2006)).




                                                 4
                                          III. ANALYSIS

                   In this case, Ms. Guerrero entered into a settlement agreement that contained

the following provision:

               This four (4) page Agreement is made by and between Sinceri
               Guerrero (hereafter referred to as the Employee) and the U.S.
               Department of Agriculture (USDA), Food Safety and Inspection
               Service, (FSIS) (hereinafter referred to as the Agency) and
               constitutes a full, complete, and final settlement of all the issues that
               were raised or could have been raised prior to the effective date of
               this agreement. This Agreement is self-executing and dismisses with
               prejudice Agency Case No. FSIS-2015-00568 which he/she has or
               may claim to have against the Agency, whether known or unknown,
               including all of the monetary and non-monetary relief to which the
               Employee claims to be or could be entitled including attorney’s fees
               and costs. This Agreement does not prevent the Employee from
               exercising his or her rights under 29 C.F.R. 1614, in any other matter
               that arises after the effective date of this Agreement.

Mot., Ex. A [Dkt. 16 at 8] (Agreement) at 1 (boldface in original, italics added). As Defendant

notes, this agreement disposes of “all the issues that were raised or could have been raised prior

to [its] effective date,” which was July 6, 2015. Id. It is undisputed that Ms. Guerrero’s present

case and its underlying administrative complaints (Nos. FSIS-2013-00013 and FSIS-2014-00238)

were raised prior to that date. They therefore fall within the unambiguous language.

               Ms. Guerrero argues principally that the Agreement encompasses only Case No.

FSIS-2015-00568, bolded above. See Opp’n to Mot. [Dkt. 18] (Opp’n). While that is the only

case dismissed by operation of the Agreement, the preceding sentence is far broader, and there is

no textual or logical link between the two sentences. The first defines the scope of the settlement

(all issues that were or could have been raised); the second directs a specific result (the dismissal

of FSIS-2015-00568). The first does not expand or contract on account of the second.

                   The canons of statutory interpretation relied on by Ms. Guerrero are therefore

inapposite. She argues first that, to the extent provisions conflict, “those that relate to a particular



                                                   5
matter control over the more general language.” Opp’n at 5 (quoting Hills Materials Co. v. Rice,

982 F.2d 514, 517 (Fed. Cir. 21992)). But there is no conflict here: whether certain

administrative complaints are dismissed with prejudice has no bearing on the scope of “issues

that were raised or could have been raised” before July 6, 2015. Agreement at 1. The principle

of “contra proferentum,” on which Ms. Guerrero also relies, is similarly inapplicable because

there is no ambiguity to be resolved. See United States ex rel. DOL v. Ins. Co. of N. Am., 131

F.3d 1037, 1043 (D.C. Cir. 1997); Mesa Air Grp. v. DOT, 87 F.3d 498, 506 (D.C. Cir. 1996);

Restatement (Second) of Contracts § 206 & cmt. A.

               Ms. Guerrero’s final argument is that she did not knowingly and voluntarily waive

her rights because she “did not know the settlement agreement applied to her federal case.”

Opp’n at 10-11; see also Opp’n, Ex. E [Dkt. 18-2 at 17] (Guerrero Decl.). But any argument

about what she “unequivocally understood” at the time, Opp’n at 10, runs headlong into the

unambiguous text. The text trumps. As an attorney herself, Ms. Guerrero could reasonably be

expected to know this. Even if she did not, the settlement agreement advised her of her right to

outside counsel; she did not seek such advice.

                                      IV. CONCLUSION

                  The Court finds the provision above to be an unambiguous waiver of Ms.

Guerrero’s present case, as it arises from “issues that were raised or could have been raised”

before July 6, 2015. The Court does not consider, therefore, the competing extrinsic evidence

offered by the parties. The motion to dismiss will be converted into one for summary judgment

and granted. Judgment will be entered in favor of Defendant, and the case will be closed.


Date: January 4, 2016                                          /s/
                                             ROSEMARY M. COLLYER
                                             United States District Judge



                                                 6
