                                                     NOT PRECEDENTIAL
                        UNITED STATES COURT OF APPEALS
                             FOR THE THIRD CIRCUIT
                                  _____________

                                       No. 14-1420
                                      _____________

                                GEORGE J. PISARZ, JR.,
                                                 Appellant
                                         v.

                                  PPL CORPORATION
                                   _______________

                     On Appeal from the United States District Court
                         for the Middle District of Pennsylvania
                                (D.C. No. 4-10-cv-01432)
                        District Judge: Hon. Matthew W. Brann
                                    _______________

                      Submitted Under Third Circuit L.A.R. 34.1(a)
                                   March 19, 2015

              Before: SMITH, JORDAN, and SLOVITER, Circuit Judges.

                                  (Filed: March 24, 2015)
                                     _______________

                                        OPINION
                                     _______________

JORDAN, Circuit Judge.

       Appellant George Pisarz asks us to reverse an order of the United States District

Court for the Middle District of Pennsylvania compelling enforcement of a settlement

agreement with his former employer PPL Corporation (“PPL”). We will affirm.

       
        This disposition is not an opinion of the full court and, pursuant to I.O.P. 5.7,
does not constitute binding precedent.
I.     Background

       In 2008, Pisarz stopped working at PPL due to a work-related injury for which he

obtained worker’s compensation benefits in 2010. Pisarz initiated an employment

discrimination action against PPL in 2010 in the United States District Court for the

Middle District of Pennsylvania, alleging discrimination on the basis of disability and

age. He retained the law firm of Kolman Ely, P.C., to represent him in the litigation.

Attorney Laura Siegle, an associate at Kolman Ely, initially handled the case. She had

both in-person and telephonic conversations with Pisarz regarding settlement. According

to Siegle’s testimony before the District Court, Pisarz never informed her that he would

not resign or retire in connection with any settlement or that he wanted his pension and

insurance benefits to continue after the case was settled.1 On September 12, 2012,

following consultation with Pisarz, Siegle made a settlement demand on PPL for

$250,000. After she made the demand, Pisarz called her at her office and directed her to

double the demand to $500,000, which she did. Pisarz concedes that the demands were

in terms of “money only” and that he never placed any other conditions on the demands.

(App. at 89-90.) Siegle informed Pisarz that his pension would continue to accrue “until

the date of settlement.” (App. at 25.) After PPL rejected the initial demand, Siegle made

another “money only” demand for $300,000, as authorized by Pisarz.



       1
         In moving for the enforcement of the settlement agreement, PPL sought the
production of certain documents over which Pisarz attempted to claim attorney-client
privilege. The District Court ruled, however, that by denying he provided his attorneys
with the authority to settle the case, Pisarz had placed the attorney-client communications
at issue. (District Docket Entry No. 104.) That ruling has not been challenged on appeal.
                                             2
       The parties attended a settlement conference with the Honorable Yvette Kane at

which Siegle communicated a purely financial settlement demand to PPL in front of

Pisarz and Judge Kane. Pisarz did not object to the demand, express concerns about the

pension, or indicate that Siegle lacked authority to settle the case.

       Pisarz became difficult for Siegle to deal with, so Timothy Kolman, another

attorney at Kolman Ely, took control of the case against PPL. Kolman testified that

Pisarz never informed him that he would not resign or retire in connection with any

settlement or that he wanted his pension and insurance benefits to continue after the case

was settled. Pisarz rebuffed Kolman’s attempts to discuss the case against PPL,

prompting Kolman to send a letter to Pisarz in October 2012 in which Kolman

admonished Pisarz that “[y]ou simply do not seem to listen or accept any of our advice

and you are not interested in understanding the laws and principles that apply to your

case.” (App. at 193.) In that letter, Kolman told Pisarz that “[t]his firm, through great

efforts, has persuaded Defendant PPL to pay the significant sum of $125,000. They have

agreed to full pension accrual (as though you had been working to date.).” (Id. at 191.)

Kolman further cautioned Pisarz that “the firm is ... of the belief that it cannot ethically

proceed in representing you by making demands of [PPL] that far exceed your damages

and which are not based in law, logic, or fact.” (Id. at 193.) Finally, Kolman wrote that

the firm was not “a vessel through which you may pursue vexatious litigation in order to

satisfy any personal vendetta you may have against PPL ... .” (Id.)

       A few days after sending the letter, Kolman and Pisarz spoke by phone and

discussed settlement with PPL. Pisarz manifested an understanding that his pension

                                              3
would accrue up to the date of settlement, which would also be the date of his retirement.

Kolman recorded the end of the telephone call, in which he confirmed that he and Pisarz

had discussed the case and that Pisarz was giving Kolman the authority to settle the case

for a minimum of $125,000. No reference was made to pension terms or continued

employment with PPL.

       On October 11, 2012, Kolman and PPL reached a verbal agreement to settle

Pisarz’s case for $145,000 and certain other standard terms. The attorney for PPL

memorialized the terms in an email and sent them to Kolman, who replied “This is

confirmed.” 2 (App. at 239.) The next day, Kolman sent Pisarz a letter informing him

that his “case is resolved for $145,000 including the pension portion previously

communicated.” (App. at 240.) The letter also made reference to a previous

conversation with Pisarz’s wife in which Kolman relayed the settlement terms. Pisarz

responded to that communication by sending a letter to Kolman on October 18, 2012,

asking for the settlement agreement to be clarified to state that his “pension will continue

to accrue as it was prior to the lawsuit.” (App. at 252.) Kolman understood that letter to

       2
           In pertinent part, PPL’s email read:

       Please allow this e-mail to confirm Mr. Pisarz’s acceptance of PPL’s
       settlement offer of $145,000 (one hundred forty five thousand dollars) in
       full and complete settlement of any and all claims, including claims for
       attorney’s fees, interest, costs, etc. Mr. Pisarz will also receive pension
       credit for years of service from 2008 through the date of agreement (which
       will be deemed his retirement/resignation date). Mr. Pisarz’s acceptance of
       this offer includes the execution of a general release and settlement
       agreement, which we will prepare, as well as all non-financial terms and
       conditions previously discussed.

(App. at 239.)
                                                  4
request that the PPL settlement provide that Pisarz’s pension would continue to accrue to

the date of settlement because that is what he had previously discussed with Pisarz.

Thus, he did not take any action in response to the letter, as that provision was already

contained in the settlement agreement. PPL’s attorney notified the court that the matter

had been resolved by the parties subject to the execution of a settlement agreement. On

November 7, 2012, PPL forwarded to Kolman a copy of the settlement agreement, which

Pisarz refused to sign. Pisarz objected to the agreement because it required him to retire

as of the date he executed the settlement agreement and his pension credit would continue

to accrue only through that date.

       On December 28, 2012, PPL moved to enforce the settlement agreement. The

District Court denied the motion and scheduled an evidentiary hearing. At the hearing,

Siegle, Kolman, and Pisarz testified. After the hearing, the District Court granted PPL’s

motion to enforce the settlement and dismissed the case with prejudice.

II.    Discussion3

       Pisarz raises three objections to the District Court’s enforcement of the settlement

agreement: (1) that the Court erred in applying the standard for apparent authority rather

than actual authority, (2) that the Court erred in holding that settlement was not

conditioned upon Pisarz’s signature, and (3) that the Court’s factual findings were clearly

erroneous because they omitted several key facts. None of those objections has merit.

       3
        The District Court had jurisdiction under 28 U.S.C. §§ 1331 and 1367 and we
have jurisdiction pursuant to 28 U.S.C. § 1291. We review the District Court’s factual
findings for clear error and we review its legal determinations de novo. Tiernan v.
Devoe, 923 F.2d 1024, 1031, 1032-33 & n.5 (3d Cir. 1991).

                                             5
       A.     Standard for Express Authority

        The law in Pennsylvania “is clear and well-settled that an attorney must have

express authority in order to bind a client to a settlement agreement.” Reutzel v. Douglas,

870 A.2d 787, 789-90 (Pa. 2005).4 “The rationale for [that] rule stems from the fact that

parties settling legal disputes forfeit substantial legal rights, and such rights should only

be forfeited knowingly.” Id. at 790. Accordingly “a client’s attorney may not settle a

case without the client’s grant of express authority, and such express authority can only

exist where the principal specifically grants the agent the authority to perform a certain

task on the principal’s behalf.” Id. (citing Restatement (Second) of Agency § 7 cmt. c

(1958)).

       Pisarz argues that, because the District Court cited to Comment b of the

Restatement (Second) of Agency § 7, it improperly used the standard for apparent

authority rather than for express authority. We disagree. First, the District Court cited to

Comment b only for the proposition that, if an attorney obtains the client’s express

authority to settle a case but the client maintains some secret or unexpressed reservation

or belief, “attorneys are not expected to be telepathists.” (App. at 253.) Further, the

District Court found, after conducting an evidentiary hearing and reviewing all of the

       4
        We apply Pennsylvania law to the enforceability of the parties’ settlement
agreement. Tiernan, 923 F.2d at 1033 & n.6. “The enforceability of settlement
agreements is governed by principles of contract law.” Mazzella v. Koken, 739 A.2d 531,
536 (Pa. 1999). “As with any contract, it is essential to the enforceability of a settlement
agreement that the minds of the parties should meet upon all the terms, as well as the
subject-matter, of the [agreement].” Id. “Where the parties have agreed on the essential
terms of a contract, the fact that they intend to formalize their agreement in writing but
have not yet done so does not prevent enforcement of such agreement.” Id.

                                               6
evidence, that “Pisarz granted Kolman Ely express authority to reach the October 11,

2012 settlement with PPL.” (App. at 254.) Based on the record presented to us, that

factual finding is not clearly erroneous.

       Even if the District Court had applied the incorrect legal standard, we conclude on

the facts presented here that Pisarz granted Kolman express authority to settle his case

with PPL. Brightwell v. Lehman, 637 F.3d 187, 191 (3d Cir. 2011) (we may affirm a

district court for any reason supported by the record). Pisarz expressly authorized his

attorneys to settle his claim for a lump sum and, indeed, one such settlement demand was

made in his presence. Both Siegle and Kolman testified that Pisarz never indicated a

desire to remain on the payroll at PPL or to have his pension continue to accrue

indefinitely. The record here, taken as a whole, indicates that Pisarz previously and

repeatedly sought to change his settlement demands, but his past inconstancy is no

defense to the agreement he finally authorized. “Having second thoughts about the

results of a valid settlement agreement does not justify setting [it] aside.” Hensley v.

Alcon Labs., Inc., 277 F.3d 535, 540 (4th Cir. 2002) (alteration and internal quotation

marks omitted). Pisarz offered only his own conflicting and unsupported testimony to

rebut the substantial evidence that he gave express authority to his attorneys.

Accordingly, his effort to avoid the results of the exercise of that express authority fails.

       B.     Signed Agreement

       Pisarz next argues that the settlement agreement is invalid because its

enforceability was conditioned upon his signature, which he refused to provide. He is

wrong. “An agreement to settle a lawsuit, voluntarily entered into, is binding upon the

                                              7
parties, whether or not made in the presence of the Court, and even in the absence of a

writing.” Cooper-Jarrett, Inc. v. Cent. Transp., Inc., 726 F.2d 93, 96 (3d Cir. 1984)

(internal quotation marks omitted). Pennsylvania law provides that, when the parties

have agreed on the essential terms of a contract, the fact that they intend to formalize

their agreement in writing but have not yet done so does not prevent enforcement. E.g.,

Channel Home Ctrs., Div. of Grace Retail Corp. v. Grossman, 795 F.2d 291, 298 (3d Cir.

1986) (applying Pennsylvania law). Even the inability of the parties to reduce their

agreement to writing after several attempts does not necessarily preclude a finding that

their oral agreement was enforceable. Mazzella v. Koken, 739 A.2d 531, 536 (Pa. 1999).

       Here, the parties agreed that PPL would make a $145,000 payment to Pisarz in

exchange for, inter alia, his releasing PPL from further liability. The parties confirmed

the terms of the settlement in an email exchange between Kolman and PPL’s attorney.

The language of the email between counsel, while not necessary to our holding that a

valid, binding settlement agreement existed, makes unambiguously clear that Kolman,

acting on Pisarz’s behalf, accepted PPL’s offer to settle the case on a set of enumerated

and definite terms and that there was valid consideration. Grossman, 795 F.2d at 299

(“Applying Pennsylvania law, then, we must ask (1) whether both parties manifested an

intention to be bound by the agreement; (2) whether the terms of the agreement are

sufficiently definite to be enforced; and (3) whether there was consideration.”). Nothing

in the record or in the exchanges between the parties suggests that Pisarz’s signing of the

agreement was a condition precedent to the agreement. See Wineburgh v. Wineburgh,

816 A.2d 1105, 1109 (Pa. Super. Ct. 2002) (“While the parties to a contract need not

                                             8
utilize any particular words to create a condition precedent, an act or event designated in

a contract will not be construed as constituting one unless that clearly appears to have

been the parties’ intention.” (internal alteration and quotation marks omitted)). The

settlement documents rather were to memorialize the terms of an already-reached

agreement, and Pisarz’s obligation to sign the release was part of what he had agreed to

do.

       C.     Clearly Erroneous Factual Findings

       Finally, Pisarz contends that the District Court erred in its factual findings by

“fail[ing] to make certain findings pertaining to undisputed facts.” (Opening Br. at 23

(emphasis omitted).) Specifically, Pisarz argues that the District Court failed to find that

(1) neither Siegel nor Kolman fully understood the ramifications of the agreement with

PPL on Pisarz’s pension accruals, health insurance, and worker’s compensation; (2)

Pisarz’s attorneys did not advise him that accepting the agreement would lead to PPL’s

decreasing his worker’s compensation benefits; (3) his worker’s compensation benefits

would have increased over time; (4) Pisarz provided undisputed testimony that PPL

would pay for his health insurance as long as he was on worker’s compensation; (5)

Pisarz continually “chopped and changed” his demands; (6) Kolman advised Pisarz that if

he continued being dilatory in signing the agreement PPL may file a motion to compel;

(7) the settlement offer required Pisarz to execute various documents; (8) PPL’s letter to

the District Court indicated the case was settled subject to the execution of a settlement

agreement; (9) PPL’s attorney sent to Kolman a copy of the settlement agreement; and

(10) the settlement agreement contained a revocation provision, allowing Pisarz to revoke

                                              9
the settlement agreement up to seven days after he executed it. (Opening Br. at 23-26.)

None of those claimed omissions from the District Court’s fact-finding are a basis for the

relief Pisarz seeks.

       The Court’s ruling makes clear that it appreciated that Pisarz continually “chopped

and changed” his demands, that PPL’s letter to the District Court indicated the case was

settled subject to the execution of a settlement agreement, that PPL’s attorney sent to

Kolman a copy of the settlement agreement, and that the settlement agreement contained

a revocation provision. Thus, those facts were not omitted, and there is no error, clear or

otherwise. Moreover, while the remaining assertions of fact, if true, may reveal

something about Pisarz’s view of the quality of Kolman Ely’s work or the wisdom of his

continuing to pursue his lawsuit, they are not relevant to whether he gave his express

authority to enter into the settlement agreement or to whether his signature was a

condition precedent to the agreement. Accordingly, there is no basis to say that the

District Court clearly erred in failing to mention legally irrelevant facts, even assuming

that they are facts.

III.   Conclusion

       For the foregoing reasons, we will affirm the judgment of the District Court.




                                             10
