                            UNPUBLISHED

                   UNITED STATES COURT OF APPEALS
                       FOR THE FOURTH CIRCUIT


                            No. 12-2068


PANKAJ TOPIWALA;    FASTVDO,    LLC;   PARAMOUNT     INTERNATIONAL
HOLDING, LLC,

                Plaintiffs - Appellees,

          v.

KEVIN WILLIAM WESSELL; MATT MITCHELL,        a/k/a    Paul   Matthew
Hesse; COMPANIES INCORPORATED,

                Defendants - Appellants.



Appeal from the United States District Court for the District of
Maryland, at Baltimore.     William D. Quarles, Jr., District
Judge. (1:11-cv-00543-WDQ)


Submitted:   January 31, 2013              Decided:    February 7, 2013


Before SHEDD and KEENAN, Circuit Judges, and HAMILTON, Senior
Circuit Judge.


Affirmed by unpublished per curiam opinion.


G. Marshall Hann, LAW OFFICE OF G. MARSHALL HANN, Valencia,
California; Mary T. Keating, LAW OFFICE OF MARY T. KEATING,
Baltimore, Maryland, for Appellants.     William M. Krulak, Jr.,
MILES & STOCKBRIDGE P.C., Baltimore, Maryland, for Appellees.


Unpublished opinions are not binding precedent in this circuit.
PER CURIAM:

             Kevin      Wessell,        Matt      Mitchell,          and      Companies

Incorporated    (collectively,          “the    Wessell     parties”)        appeal    the

district     court’s     order     summarily       granting        Pankaj     Topiwala,

FastVDO,     LLC,     and    Paramount         International         Holding,      LLC’s

(collectively,       “the   Topiwala       parties”)        motion    to     enforce     a

settlement agreement.        Finding no reversible error, we affirm.



                                          I.

           The Topiwala parties filed suit against the Wessell

parties, claiming various causes of action based on the Wessell

parties’ allegedly fraudulent business practices.                      Following the

district court’s referral of the case to a magistrate judge for

settlement,    the     parties    met    with    the   magistrate          judge   for    a

settlement    conference.          At    the    end    of    the     conference,      the

parties and their attorneys signed a written document entitled

“Settlement Terms.”         The document consisted of seven paragraphs,

including provisions that the Wessell parties transfer to the

Topiwala   parties      several     real       properties     free     and    clear      of

encumbrances, that the Wessell parties pay the Topiwala parties

$600,000 then and $350,000 within thirty days, that the Topiwala

parties would release the Wessell parties upon full performance,

and that full releases and a mutual nondisparagement agreement

incorporating the agreed terms would follow.

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            After    the    settlement         conference,         the    district    court

entered a settlement order pursuant to Local Rule 111, to which

none of the parties objected.                  Nonetheless, over the following

months, the parties were unable to consummate the settlement

agreement.     Accordingly, the Topiwala parties moved to enforce

the settlement agreement.

            The     Wessell      parties       opposed       the    motion,     primarily

contending    that       they    never     intended       the      “Settlement       Terms”

document to be a binding settlement agreement, but also alleging

that they were rushed into signing the document and that their

agreement    to    two     of   the     document’s       terms      was    a   “mistake.”

First, the Wessell parties explained that they were rushed at

the end of the settlement conference because they had a plane to

catch.     Second, they explained: (1) that their agreement to pay

the     Topiwala    parties       $350,000          within     thirty      days      was    a

“mistake,” because they contemplated using a certain deed of

trust to satisfy this obligation, believed at the time of the

settlement    conference        that     the      deed   was    worth      $350,000,       but

later discovered the deed was worth only $320,000; and (2) that

their    agreement    to    transfer       to      the   Topiwala        parties   certain

properties    free    and       clear    of       encumbrances      was    a   “mistake,”

because they believed at the time of the settlement conference

the properties to be free and clear, but later discovered a

possible $65,000 lien.

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            The       district        court     rejected      the      Wessel    parties’

arguments, and summarily granted the Topiwala parties’ motion.

The court determined that there was no genuine dispute regarding

whether the parties had entered into a settlement agreement,

that the “Settlement Terms” document unambiguously evinced an

intent to be bound and contained sufficiently definite terms,

and that the Wessell parties’ “mistakes” were no excuse.                               On

appeal,    the    Wessell         parties     contend    that    the    district    court

erred in:     (1) entering the Rule 111 order, (2) determining that

the   parties         had     entered        into   an     enforceable          settlement

agreement, and (3) enforcing the settlement agreement without

holding a plenary hearing.



                                              II.

                                              A.

            The       Wessell      parties     first    allege      that   the   district

court erred in entering a settlement order pursuant to Local

Rule 111.        Rule 111 of the Local Rules for the United States

District      Court         for     the      District    of      Maryland,       entitled

“Settlement Orders,” provides that upon notification by counsel

that a case has been settled, the district court may enter an

order dismissing the case without prejudice.                          While the Wessel

parties contend that it was the magistrate judge who notified

the   court      of    the        parties’    settlement,       the     district    court

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explicitly stated in its order that it received notification

from the Wessell parties.                 Accordingly, the district court did

not err in entering the Rule 111 order.

                                             B.

              The       Wessell   parties    next    contend     that    the    district

court erred in determining that the parties had entered into an

enforceable settlement agreement.                  When considering a motion to

enforce      a    settlement       agreement,      the     district     court   applies

standard contract principles.                    Bradley v. Am. Household Inc.,

378   F.3d       373,    380   (4th   Cir.   2004).        Under   Maryland      law,    a

settlement agreement exists if the parties intended to be bound

and   the    agreement’s          terms    are    sufficiently     definite.        See

Cochran      v.     Norkunas,      919    A.2d     700,    708   (Md.    2007).         In

determining whether the parties intended to be bound, Maryland

law utilizes an objective approach.                       Id. at 709.      Under this

approach, the court asks what a reasonably prudent person in the

parties’ position would have understood to be the meaning of the

agreement.        Id. at 710.         Where the language of the agreement is

unambiguous, Maryland’s objective approach requires the court to

give effect to the agreement’s plain meaning, and not to inquire

into what the parties may have subjectively intended.                           See id.

at 709.          As for definiteness, the parties may be silent with

respect to relevant but nonessential terms, and this will not



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destroy a settlement agreement’s enforceability.                                      See id. at

708.

              A         settlement           agreement             may        be       enforceable

notwithstanding the fact that it is not yet consummated.                                          See

Hensley v. Alcon Labs., Inc., 277 F.3d 535, 542 (4th Cir. 2002)

(contrasting consummating a settlement agreement from reaching

one).     Moreover, the fact that a party has “second thoughts”

about   the       agreement’s        results       does       not    render         the    agreement

unenforceable.           Id. at 540.

              We conclude that the district court did not err in

determining that the parties entered into a binding settlement

agreement.              The    “Settlement             Terms”      document          unambiguously

evinces     an      intent      to     be     bound,         and     contains        sufficiently

definite      terms.          First,        both       the   document’s            title    and   its

contents would lead a reasonable person in the parties’ position

to believe that it was susceptible to only one meaning, as a

binding agreement to settle the case along the terms contained

therein.      See Cochran, 919 A.2d at 710.                           Second, the document

contained         all    essential      terms          of    the     settlement,           including

specific      properties         and    sums           of    money       to    be    transferred,

specific      dates      of    transfers,          a    release,         a    warrantee,        and   a

nondisparagement              agreement.                While       the       Wessell        parties

emphasized        the    absence       of    various         terms       —    such    as    a   venue

provision, a liquidated damages clause, and the precise timing

                                                   6
of some transfers — the district court properly found that those

terms’      absence      did   not     prevent     enforceability,        because   such

terms were relevant, but nonessential.                  See id. at 708.

                                              C.

               Finally, the Wessell parties contend that the district

court abused its discretion in summarily granting the Topiwala

parties’ motion to enforce the settlement agreement.                        This court

reviews the district court’s findings of fact for clear error

and   its     determination       to    enforce     a   settlement    agreement      for

abuse    of       discretion.         See    Hensley,   277   F.3d    at    541.    The

district courts have inherent authority to enforce settlement

agreements.            Id. at 540.      However, to exercise this authority,

the district court must (1) find that the parties have reached a

complete agreement, and (2) be able to determine the agreement’s

terms and conditions.            Id. at 540-41.         In determining whether to

enforce       a     settlement   agreement,        if   there   is    a    substantial

factual dispute over either the agreement’s existence or its

terms, then the district court must hold a plenary evidentiary

hearing.          Id. at 541 (citing Millner v. Norfolk & W. Ry. Co.,

643 F.2d 1005, 1009 (4th Cir. 1981)).                   If, however, a settlement

agreement exists and its terms and conditions can be determined,

as    long        as   the   excuse    for    nonperformance     is       comparatively

unsubstantial, the court may enforce the agreement summarily.

Id. at 540 (citing Millner, 643 F.2d at 1009).

                                              7
          We conclude that the district court did not abuse its

discretion in summarily granting the Topiwala parties’ motion to

enforce the settlement agreement.            Though the Wessell parties

challenged whether a settlement agreement existed, the district

court determined that there was no substantial factual dispute

with respect to the agreement’s existence, because the Wessell

parties’ claim that there was no “meeting of the minds” was

implausible.     The claim was entirely unsubstantiated and plainly

pretextual.      The parties drafted a written agreement entitled

“Settlement Terms,” signed the agreement, and represented to the

district court that they had reached a settlement agreement.

The Wessell parties’ alternative arguments against enforcement —

that they were rushed into the agreement because they had a

plane to catch, and that they mistakenly agreed to certain terms

that they later discovered would be more difficult to satisfy

than anticipated — expose their true motivations for avoiding

the agreement.

          In   light   of   these   facts,    there   was   no   substantial

dispute regarding the agreement’s existence, or its terms.              See

Hensley, 277 F.3d at 541 (citing Millner, 643 F.2d at 1009); cf.

Kukla v. Nat’l Distillers Prods. Co., 483 F.2d 619, 622 & n.1

(6th Cir. 1973) (substantial factual dispute existed concerning

oral agreement); Autera v. Robinson, 419 F.2d 1197, 1201 (D.C.

Cir.   1969)   (substantial    factual   dispute      existed    concerning

                                     8
appellant’s ability to assent due to limited English language

skills and possible duress).               Moreover, the Wessell parties’

“catch-a-plane”       and   “mistake”        “excuses”       are     not    merely

comparatively, but wholly unsubstantial.               See Hensley, 277 F.3d

at 540 (citing Millner, 643 F.2d at 1009).                    Accordingly, the

district court did not err in summarily enforcing the settlement

agreement.

           We therefore affirm the district court’s order.                      We

dispense     with    oral   argument       because    the    facts    and    legal

contentions    are   adequately   presented      in    the   materials       before

this court and argument would not aid the decisional process.



                                                                           AFFIRMED




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