UNITED STATES DISTRICT COURT
FOR THE DISTRICT ()F C()LUMBIA

 

CHARNI']`A PROCTOR,
Plaintil"f,
V- Civil Action No. ]7-1966 (CKK)

L,IBERTY l\/IUTUAL AU'I`O AND HOME
SERVICES, LLC, el a/.,

Dct`endants.

 

 

REDACTEI) MEMORANDUM oPINIoN
(Apt-il 3, 2018)

Defendants Capital One, N.A. and Capital One Auto Finance, Inc. (colleetively, “Capital
One”) seek the Court’S enforcement of a settlement agreement between Capital One and Piaintiff
Charnita Proctor. Ms. Proctor does not dispute that she entered into an agreement Rather, she
objects to its putative scope, arguing that it pertains only to a specific auto loan from Capital One.l
Upon consideration oi" the briefing and evidence,2 the relevant legal authorities, and the record as

a Whole, the Court GRANTS-IN»I’ART and DENIES-IN-PART Capital One’s Motion to

 

‘ "l`he Coui't held a hearing to confirm that this Was the only remaining dispute

2 T he Court’S consideration has focused on the following briefing and the evidence contained in
attachments thereto:

v Ca.pital One, N.A. and Capital One Auto Finance, Ino.’s l\/lot. to Enforce Settleinent, ECF
No. l"/' (“Det`.’s l\/lot. to Enforee”);

o Capital One, N.A. and Capital One Auto Finance, Inc.’s Sealed Mern. in Supp. of Their
l\/lot. to Ent`orce Settlement, ECF No. lS-l (“Del".’s Mem.”);

0 Pl.’s Opp’n to Capital One’s Mot. to Enforce Settlernent Agreernent, ECF No. 26 (“Pl.’S
Opp’n”); and

' Capital One, N.A. and Capital One Auto Finance, lnc.’s Sealed Reply in Supp. oi"Their
l‘\/lot. to Enforce Settlernent, ECF No. 27»1 (“Def.’S Reply”).

l

Enforce Settiement, ECl*` No. 17. Except with respect to certain adjustments to paragraphs 2, 4,
and 6, the settlement agreement shall be enforced as Capital One has set forth. See Confidential
Settlernent Agreement and Release oi` Claims, ECF No. l8-2, Ex. 2.

it is hefpful to begin in reference to Ms, Proctor’s request i"or an evidentiary hearing on this
motion l\/ls. Proctor claims an entitlement to such a hearing “to determine whether the parties
entered into a binding contract.” Pl.’s Opp’n at 3 (citing, e.g., Uniled Siafes v. Mahoney, 247 F.3d
279, 285 (D.C. Cir. 2001)). “When there is a genuine dispute about whether the parties have
entered into a binding settlement, the district court must hold an evidentiary hearing that includes
the opportunity for cross-examination.” Mahoney, 247 F.3d at 285.

l~lowever, such a hearing is not necessary if the Court is persuaded on the basis ot` the
brieiing that a settlement agreement exists.

[:"l`]he existence or lack of i"actual disputes concerning the validity of a settlement

agreement cannot, ex ante, require that the Court hold an evidentiary hearing to

resolve a motion to enforce that agreement Rather, the Court must first determine

whether, despite whatever factual disputes may exist, the moving party has

nevertheless carried the burden ot` proving the existence of a settlement agreement

by clear and convincing evidence
Samra v. Shaheen Bu.s'. & fan Grp., Inc., 355 F. Supp. 2d 483, 494 (D.D.C. 2005). Accordingly,
the Court shall proceed to consider whether Capital One has discharged its burden to prove a
settlement agreement between Capital One and l\/ls. Proctor.

T he parties urge the Court to apply District of Coiumbia law i`or the formation oi"contracts,
in partieular, settlement agreements See Dei".’s Mem. at 6; Pl.’s Opp’n at ]. The Court is unaware
ol` any reason to do otherwise “In the District ot`Columbia, an enforceable contract exists when

there is an agreement about ali materiai terms and an intention of the parties to be bound.”

Mahoney, 247 I"".3d at 285. “ln the context of settlement agreements, court fsic] have found that

the amount to be paid and the claimant’s release of liability are the material terms” under D.C.

law. Blczckslone v. Bri`nk, 63 F. Supp. 3d 68, 77 (D.D.C. 2014).

Capital One considers the material terms to consist ol":

 

Def.’s Mem. at 6. Because this statement of material terms includes the amount to be paid and the
release of liability, an agreement containing these terms would suffice under D.C. law if the parties
intended to be bound by it. See Brink, 63 F. Supp. 3d at 77.

Ms. Proctor does not dispute Capitaf One’s characterization of the material terms, except
insofar as the settlement agreement could be read to include a release ofclaims she may have that
are unrelated to the specific auto loan presently at issue. See Pl.’s Opp’n at 2. She objects in
particular to language in Paragraph 6 that Would require her, in pertinent part, to release -
_
Conl'idential Settlement Agreement and Release of Claims, ECF No. l8~2, Ex. 2 ii 6; see also Pl.’s
Opp’n at 2. She is especially concerned about any claims against Capital One that she may pursue
related to three charged-off credit cards. See Pl.’s Opp’n at 2. Although Capital One’s
correspondence suggests that the parties’ oral agreement included _
_ ECF No. 18~2, EX. 1 Proctor()Oo; sea also Confidential Settlement
' Agreement and Release of Claims, ECF No. 18»2, Ex. 2 il 2 (_
-), Capital One confirms that the parties did not discuss anything about charged-off credit
cards, see Def.’s Reply at 4-5. In turn, the agreement drafted by Capital One expressly identities
only the car loan as a claim at issue, for purposes of this litigation and the settlement agreement

See Coniidential Settlement Agreernent and Release of Claims, ECF No. 18-2, Ex. 2 (recitals).

Accordingly, the Court construes the parties as agreeing only to release claims that could arise
retated to this auto loan.

'l`he parties concede their intention to enter into a settlement Def.’s i\/lem. at 6; Pl.’s Opp’n
at l. Moreover, Capital One’s execution of the Conf`rdential Settlement Agreement and Release
of Claims, ECF No. 18-2, Ex. 3, demonstrates Capital One’s intention to be bound by this
particular document, which it represents as containing the material terms to which the parties
agreed in their discussions orally and by email. Def.’s Mem. at 6-8. Oniy in two respects has l\/ls.
Proctor disputed that this document reflects the parties’ agreement The first is her prior
objectionmnot raised again in her Opposition-»-to Paragraph 4, which would require _
_. See Def.’s Mern. at 8-9. Notwithstanding Capitai One’s argument that
this is a standard provision, Capital One concedes that the parties did not discuss it orally, and
argues that it accordingly may be considered immaterial. Ia’. at 8 (citing Brz'nk, 63 F. Supp. 3d at
77). Capital One also agreed, long before the instant motion, to drop _. See
id at 9; Decl. ot` Jonathan S. I~lubbard, Esq., ECF No. 18-2, Ex. A il 16. The other issue l\/ls.
I~’roctor raised more recentiy is the scope of the agreement, Which the Court has addressed above.
There is no evidence in the record to suggest that the parties intended their agreement to apply to
anything other than the specific car loan described in the settlement agreement Because Ms.
Proctor has not at any time objected to any other portion of the settlement agreement prepared by
Capitai One, which contains the material terms to which they agreed, the Court finds that the
parties intended to be bound by it.

»i<>i==i<
’l`he Court finds that Ms. Proctor and Capital One agreed to a settlement agreement that

does not include _ and contains a release only as to the car loan expressiy at issue in

this litigation and in the settlement agreement The settlement agreement shall adopt language in
Paragraphs 2 and 6 that more clearly indicates the limited scope of the agreement The settlement
agreement also shall be revised in Paragraph 4 to omit -, as l‘\/ls. Proctor and Capital
()ne agreed

Pursuant to the terms of the parties’ settlement agreement, l\/Is. Proctor shall file a Notice
of`Dismissal of Capital One only in accordance with Paragraph 2, as amended.

An appropriate Order accompanies this Memorandum Opinion.

Dated: April 3, 2018

/s/
COLLEEN KOLLAR-KOTELLY
United States District Judge

