UNITEI) STA']`ES I)ISTRICT COURT
F()R THE I)ISTRICT OF COLUMBIA

 

Cl-IARNITA PROC'I`OR,
Plaintiff,
V~ Civii Action No. 17-1966 (CKK)

LIBERTY MUTUAL AUTO AND HOME
SERVICES, LLC, et a!.,

Defendants.

 

 

AMENDEI) REI)ACTEI) MEMORANDUM oPINioN
(Apni 3, 2018)

Defendants Capital One, N.A. and Capitai One Auto Finance, lnc. (collectively, “Capital
One”) seek the Court’s enforcement oi`a settlement agreement between Capitai One and Plaintiff
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 frorn Capital One.1
Upon consideration of the briefing and evidence,?' the relevant legal authorities, and the record as

a wliole, the Court GRANTS-IN-PART and I)ENIES-IN"I’ART Capital One’s Motion to

 

§ The Court held a hearing to confirm that this Was the only remaining dispute

2 "I`iie Court’s consideration has focused on the following briefing and the evidence contained in
attachments thereto:

0 Capital One, N.A. and Capital One Auto Finance, lnc.’s Mot. to Enforce Settleznent, ECF
No. 17 (“Del".’s l\/lot. to Eni`orce”);

¢ Capital One, N.A. and Capital One Auto Finance, lnc.’S Sealed l\/lem. in Supp. of Their
i\/lot. to Enforce Settlement, ECF No. 18-1 (“Def.’s Me:n.”);

0 Pl.’s Opp’n to Capitai One’s l\/Iot. to Eni"orce Settlement Agreement, ECF No. 26 (“Pl.’s
Opp’n”); and

0 Capital One, N.A. and Capital One Auto Finance, inc.’s Sealed Reply in Supp. of Their
l\/lot. to Eni"orce Settlenient, ECF No. 27~1 (“Dei".’s Repiy”).

l

Enforce Settiement, ECF No. 17. Except with respect to certain adjustments to paragraphs 2, 3, 4,
and 6, the settlement agreement shail be enforced as Capital One has set forth. See Confidential
Settlement Agreement and Release of Claims, ECF No. 18*2, Ex. 2.

lt is helpful to begin in reference to l\/Is. Proctor’s request foran evidentiary hearing on this
motion. l\/ls. Proctor ciaims 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., Um`fed Siafe.r v. Mahoney, 247 F.3d
279, 285 (D.C. Cir. 200})). “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.” Ma)'roney, 247 I*`.Bd at 285.

However, such a hearing is not necessary if the Court is persuaded on the basis of the
briefing that a settlement agreement exists

[T]he existence or lack of factual 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

vvhether, despite Whatever factual disputes may exist, the moving party has

nevertheless carried the burden of proving the existence of a settlement agreement
by clear and convincing evidence

Sanim v. Shaheen Bus. & [nv. Grp,, Inc., 355 F. Supp. 2d 483, 494 (D.D.C. 2005). Accordingly,
the Court shall proceed to consider Whether Capitai One has discharged its burden to prove a
settlement agreement between Capital One and l\/ls. Proctor.

'I`he parties urge the Court to apply District of Coiumbia law for the formation of eontracts,
in partieuiar, settlement agreements See Def.’s l\/iem. at 6; Pl.’s Opp’n at 1. The Court is unaware
of any reason to do otherwise “ln the District of Columbia, an enforceable contract exists When
there is an agreement about all material terms and an intention of the parties to be bound.”

Ma/ioney, 247 F.3d at 285. “ln the context of settlement agreenients, court [sic] have found that

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

law. chick.rrone v. Brink, 63 F. Supp. 3d 68, 77 (D.D.C. 2014).

Capital One considers the material terms to consist of:

 

Def.’s l\/iem. at 6. lBecause this statement of materiai 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 Bri'nk, 63 F. Supp. 3d at 77.

l\/Is. Proctor does not dispute Capital One’s characterization of the material terms, except
insofar as the settlement agreement could be read to include a release of claims 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 -
_
Confidential Settlement Agreement and Release of Claims, l§CF No. lS-Z, Ex. 2 il 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’ orai agreement included _
_ ECF No. 18-2, Ex. l Proctor006; see also Coni"idential Settiement
Agreement and Release of Ciaims, l;`:CF 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 identifies
only the car loan as a claim at issue, for purposes of this litigation and the settlement agreement

See Cont`idential Settlement Agreement and Relcase of Claims, ECF No. 18~2, Ex. 2 (i'ecitals).

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

'l`he parties concede their intention to enter into a settlement Det`.’s Mein. at 6; Pi.’s Opp’n
at l. l\doreover, Capital Oiie’s execution of the Confidential Settlement Agreement and Release
of Claiins, 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 Mern. at 6»8. Only in two respects has l\/ls.
Proctor disputed that this document reflects the parties’ agreement 'l`he first is her prior
objectione»»not raised again in her Opposition--to Paragraphs 3 and 4, which would require -
_. See Def.’s l\/lem. at 8~9. Notwithstanding Capital 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 immateriall fci at 8 (citing Bri'nk, 63 F.
Supp. 3d at 77). Capital One also agreed, long before the instant motion, to drop -
-. See 1a a 9; D@@i. Oi’ionaihan s. nubbard, ESq., ncr NO. is-z, EX. A ii 1a rite
other issue l\/Is. Proctor raised more recently 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 l\/is. Proctor has not at any time objected to any other portion of the settlement
agreement prepared by Capital One, which contains the material terms to which they agreed, the
Court lfinds that the parties intended to be bound by it.

>|<>l<>l<
'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 expressly 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 'l`he settlement
agreement also shall be revised in Paragraphs 3 and 4 to omit _, as Ms. Proctor and
Capital One agreed

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

An appropriate Order accompanies this Memorandum ()pinion.

Dated: April 3, 2018

/s/
COLLEEN KOLLAR-KOTELLY
United States District Judge

