                                 COURT OF CHANCERY
                                       OF THE
                                 STATE OF DELAWARE

                                                                            417 S. State Street
JOSEPH R. SLIGHTS III                                                    Dover, Delaware 19901
 VICE CHANCELLOR                                                        Telephone: (302) 739-4397
                                                                        Facsimile: (302) 739-6179



                              Date Submitted: August 11, 2017
                               Date Decided: August 16, 2017


                                                            Via File & ServeXpress
                                                             and First Class Mail
C. Scott Reese, Esquire                                     Mr. Charles J. Robino
Cooch and Taylor, P.A.                                      2516 Kingman Drive
1000 West Street, 10th Floor                                Wilmington, DE 19810
Wilmington, DE 19801                                        chasrobino@yahoo.com

         Re:    Frank Robino III v. Paul Robino, et al.
                C.A. No. 10871-VCS

Dear Mr. Reese and Mr. Robino:

         As you know, this action was commenced in April, 2015 when Plaintiff, Frank

Robino III, brought claims against his two brothers alleging they breached a contract

whereby the brothers purchased Frank’s share of a family business and also that they

misappropriated a portion of their mother’s estate to Frank’s detriment.1 The parties

agreed to submit the claim to mediation before an experienced Delaware mediator.

The mediation occurred on July 21, 2016, and yielded a “Settlement Agreement” at


1
    In order to avoid confusion, I refer to the parties by first name. I intend no disrespect.
Frank Robino III v. Paul Robino
C.A. No. 10871-VCS
August 16, 2017
Page 2



the conclusion of the process that recited the terms by which the parties would

resolve their differences and pursuant to which this action would be dismissed. The

essence of the Settlement Agreement was that the only remaining defendant in the

case, Charles Robino, would make a series of payments to Frank over time in an

amount ($312,000.00) that the parties agreed was a compromise of the total amount

sought by Frank in this action. The Settlement Agreement was executed by all

parties and counsel.2

         Although the Settlement Agreement is silent as to whether the parties would

further memorialize the terms of the settlement in a more detailed agreement, the

record reflects that the parties did in fact undertake to prepare a more detailed

agreement following mediation. That process continued through the fall and early

winter of 2016. When that process bogged down, the parties sought ought the

assistance of a senior member of the Bar who had represented Robino family entities

in the past to assist them in ironing out a more detailed settlement agreement. That

process failed. Thereafter, the Court was advised that Charles was contesting



2
    Both parties were represented by counsel at the mediation.
Frank Robino III v. Paul Robino
C.A. No. 10871-VCS
August 16, 2017
Page 3



whether a settlement was reached at mediation. Frank’s motion to enforce the

Settlement Agreement followed.

       Charles opposes the motion to enforce. In essence, he claims that the

Settlement Agreement was the product of duress and his own diminished capacity at

the time of the mediation resulting from his ongoing battle with substance abuse. As

to this latter point, Charles has submitted various medical records that do confirm he

has been treated for substance abuse-related issues. What he has not submitted,

however, is any evidence to corroborate his rather self-serving statement that he was

incapacitated by intoxication during the mediation and at the time he executed the

Settlement Agreement, much less that Frank and his legal team would have had any

reason to know that.3 In this regard, I note that he was represented by counsel at the



3
  See Husband PJO v. Wife LO, 418 A.2d 994, 995 (Del. 1980) (holding that adults are
presumed to have the capacity to contract and that the burden rests with the party seeking
to set aside a contract for lack of capacity due to the consumption of alcohol to prove it);
Warwick v. Addicks, 157 A. 205, 207 (Del. Super. Ct. 1931) (“I will further add that lack
of mental capacity is never presumed, but must be proved by the party alleging it by the
preponderance of the evidence.”). See also Restatement (Second) of Contracts § 16, cmt.b
(noting that a person may avoid a contract based on intoxication only when the evidence
demonstrates that the other party to the contract “ha[d] reason to know of the intoxication”
and that the intoxication was to such a degree that it “prevent[ed] any manifestation of
assent”).
Frank Robino III v. Paul Robino
C.A. No. 10871-VCS
August 16, 2017
Page 4



mediation and that the mediator was among the most experienced and accomplished

in Delaware.

          Not surprisingly, this is not the first instance where our courts have been

confronted with a situation where parties disagree over whether a binding settlement

was reached at mediation. In Alston v. Pritchett, our Supreme Court affirmed the

Superior Court’s order granting a motion to enforce a settlement agreement entered

into at the conclusion of mediation. There, the alleged agreement included payment

terms and a release of defendant. The agreement was memorialized in a document

signed by both parties. Like Charles here, the plaintiff attempted to renege on the

agreement the next day following mediation on the ground that “he was the victim

of coercion or duress at the mediation.”4 The Superior Court granted the defendant’s

motion to enforce the settlement and the plaintiff appealed. The Supreme Court

affirmed, holding that the document executed by the parties at mediation was

enforceable and that plaintiff’s allegations of “fraud, duress and coercion” were




4
    Id. at *3.
Frank Robino III v. Paul Robino
C.A. No. 10871-VCS
August 16, 2017
Page 5



“conclusory and unsupported.”5 The Court also rejected plaintiff’s argument that

his rejection of the settlement following mediation was “timely” and, in this regard,

observed that had the parties wished to allow for rejection of the agreement within a

certain time period following mediation, they could have included such a provision

in the agreement.6

          The key to the analysis here is the question of whether the parties reached

agreement on the material terms of the settlement.7 If yes, then the settlement

agreement is binding and enforceable. If no, then the agreement is not enforceable

until all such material terms are agreed upon.8

          Upon reviewing the Settlement Agreement, it is clear that the parties reached

agreement upon all materials terms of the settlement and then reflected their assent

by executing and dating the document.9 The Settlement Agreement sets forth


5
    Id.
6
    Id. at *2.
7
    See Schwartz v. Chase, 2010 WL 2601608, at *6–7 (Del. Ch. June 29, 2010).
8
    Id.
9
 Cf. Id. (declining to find that the parties had reached a full agreement at mediation upon
observing that certain key terms (e.g., the scope of representations and warranties) were
Frank Robino III v. Paul Robino
C.A. No. 10871-VCS
August 16, 2017
Page 6



specifically the amounts that Charles committed to pay Frank and the timeframe in

which he committed to make those payments. It also set forth the consequences for

Charles’ failure to make the designated payments.              In return, the Settlement

Agreement reflects that Frank would dismiss this action with prejudice and would

not pursue criminal proceedings against Charles or any other family member. These

terms are definite and reflect all material aspects of the settlement.10 They are,

therefore, binding and enforceable.11




not yet agreed to and that the very informal document produced at the conclusion of the
mediation was not executed by all parties).
10
   I note that Charles has not identified any term, much less a material term, of the
settlement to which the parties did not agree.
11
  Id. at *4 (holding that, when determining whether a binding settlement was reached,
Delaware courts consider “whether a reasonable negotiator in the position of one asserting
the existence of a contract would have concluded, in that setting, that the agreement reached
constituted agreement on all of the terms that the parties themselves regarded as
essential. . . .) (citation and internal quotations omitted); id. at *7 (citing Restatement
(Second) of Contracts § 59 (1981)).
Frank Robino III v. Paul Robino
C.A. No. 10871-VCS
August 16, 2017
Page 7



      Based on the foregoing, Plaintiff’s Motion to Enforce Settlement Against

Defendant Charles Robino is GRANTED.12 Plaintiff shall submit a conforming

order, on notice to Charles, within ten (10) days.

                                         Very truly yours,

                                         /s/ Joseph R. Slights III




12
   I acknowledge Charles’ contentions that Frank attempted to secure additional settlement
terms from him following the mediation. Frank has denied these allegations. I need not
resolve this dispute, however, since the motion to enforce seeks an order enforcing the
terms of the Settlement Agreement only. That is all the court is enforcing here.
