                                                             [DO NOT PUBLISH]

               IN THE UNITED STATES COURT OF APPEALS

                       FOR THE ELEVENTH CIRCUIT
                        ________________________                    FILED
                                                           U.S. COURT OF APPEALS
                               No. 11-10150                  ELEVENTH CIRCUIT
                                                                 JULY 8, 2011
                           Non-Argument Calendar
                                                                  JOHN LEY
                         ________________________
                                                                   CLERK

                     D.C. Docket No. 1:04-cv-22431-JEM

FEDERAL TRADE COMMISSION,

                                                          Plaintiff-Appellee,

                                     versus

AMERICAN ENTERTAINMENT DISTRIBUTORS, INC., et al.,

                                                          Defendants,

MIRIAM ANDREONI SMOLYANSKI,, as personal
representative of the Estate of Anthony Rocco Andreoni,

                                                          Defendant-Appellant,

DAVID SHOMERS, et al.,

                                                          Third Party Plaintiffs.
                         ________________________

                  Appeal from the United States District Court
                      for the Southern District of Florida
                        ________________________
                                 (July 8, 2011)

Before HULL, PRYOR and COX, Circuit Judges.
PER CURIAM:

      The Federal Trade Commission (“FTC”) filed this enforcement action against

ten defendants. The complaint charges that the defendants deceptively promoted

video rental machines as business opportunities, thereby violating § 5 of the Federal

Trade Commission Act, 15 U.S.C. § 45(a), and various provisions of the Franchise

Rule, 16 C.F.R. § 436. All claims have been resolved except those still pending

against the Estate of Anthony Rocco Andreoni.1

      The Defendant Miriam Sophia Andreoni (“Andreoni”) and the FTC negotiated

a settlement over the course of a year and a half. The FTC and Andreoni then signed

a stipulated order and jointly moved the district court for entry of a final order and

permanent injunction. (Dkt. 288-1, Proposed Stipulated Order at 20; Dkt. 288,

Motion to Approve Consent Judgments.)

      Three weeks after moving the court to approve this settlement, Andreoni

moved to withdraw her consent. (Dkt. 291, Motion to Withdraw Consent.) Noting

that the court had not yet approved the settlement, Andreoni’s motion asserted that,

after “extensive deliberation and consideration,” she now wished to withdraw her

consent. (Id. at 1-2.) The court, after “carefully scrutiniz[ing]” the proposed final

order, denied Andreoni’s motion to withdraw her consent, finding that “Andreoni

      1
          This case proceeds after certification under Fed. R. Civ. P. 54(b).

                                                  2
freely consented to and signed the agreement,” and that the agreement was “fair,

reasonable, and adequate, and that it serves the public interest.” (Dkt. 297, Order.)

Andreoni appeals.

      Both parties agree that this settlement agreement required court approval

because it involved a consent judgment and an injunction. Andreoni contends that

whether a settlement agreement is a valid contract is determined by reference to state

substantive law–in this case Florida law. We agree that whether the settlement

agreement was a valid contract is determined by the substantive law of contracts of

the forum state. But, whether a settlement agreement, tested under state law, has been

accepted by a federal court and properly incorporated into a valid and enforceable

judgment is purely a question of federal procedural law. White Farm Equip. Co. v.

Kupcho, 792 F.2d 526, 529 (5th Cir. 1986).

      Andreoni contends that, under Florida’s substantive contract law, the court was

not authorized to enter a consent judgment after she withdrew her consent prior to

court approval of the settlement agreement. We need not decide whether Andreoni

correctly characterizes Florida law because, as we have said, the court’s authority to

enter a consent judgment is a question of federal procedural law. And, under federal

law a court may not reject a proposed consent judgment solely because one of the

parties to a settlement no longer wishes to honor the agreement. Stovall v. City of

                                          3
Cocoa, Fla., 117 F.3d 1238, 1242 (11th Cir. 1997) (holding that, where a party had

agreed to the entry of a consent decree but moved to withdraw its consent before

entry of the decree, a district court was “not free to reject [a] consent decree solely

because [a party] no longer wished to honor its agreement.”); Allen v. Ala. State Bd.

of Educ., 816 F.2d 575, 577 (11th Cir. 1987) (reinstating consent decree, after one

party sought to withdraw from it, because the settlement agreement was binding upon

the parties).2

       Andreoni’s motion to withdraw consent did not suggest–much less allege–that

she did not freely consent to and sign the settlement agreement. And the court found

that she did. Her wish to withdraw consent, therefore, was no ground for the district

court to reject the agreement.

       Andreoni also presents a number of other arguments, but none of them were

adequately presented to the district court. They were raised for the first time on

appeal. We generally do not consider arguments made for the first time on appeal,

and we decline to do so here. Peek-A-Boo Lounge of Bradenton, Inc. v. Manatee

Cnty., Fla., 630 F.3d 1346, 1358 (11th Cir. 2011) (citation omitted).




       2
        Andreoni argues, without citation to authority, that this case should be treated differently
than other settlement agreement cases because the parties are not both private litigants. We find no
compelling reasons to distinguish our precedent on these grounds.

                                                 4
      Finally, Andreoni contends that the district court should have held an

evidentiary hearing before entering the stipulated judgment and injunction. The cases

cited in support of this contention, however, are distinguishable. They involve

actions where the court was required to consider the interests of third parties to be

sure they were not unfairly prejudiced by consent judgments or decrees. No such

fairness concerns are present here. And, neither party requested an evidentiary

hearing. Failure to hold a hearing under these circumstances was not an abuse of

discretion.

      AFFIRMED.




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