United States District Court, N.D. Ohio, Western Division
MEMORANDUM OPINION AND ORDER
JEFFREY J. HELMICK UNITED STATES DISTRICT JUDGE.
Introduction & Background
22, 2013, the parties filed a Consent Decree and Judgment
Entry of dismissal. (Doc. No. 29). Under the agreement,
Defendant Jeremiah Magee agreed not to “operate,
advertise or otherwise promote any business in which he is an
owner, agent or representative, using the registered service
mark ‘xxx-TURF', from the date of [the]
December 28, 2017, Plaintiff Future Lawn, Inc. filed a motion
for contempt citation and for damages, claiming Magee had
“flagrant[ly] disregard[ed]” the Consent Decree.
(Doc. No. 31). Specifically, Future Lawn claimed Magee was
not only continuing to use “xxx-TURF” in
advertisements, but also attempting to circumvent the
court's Order by using “xxx-xxxx
(TURF).” (Id.). The parties began
settlement negotiations to resolve this issue, and, on April
12, 2018, the parties filed a joint status report stating,
“The parties can report that they have reached a
settlement as to this issue, and are just finalizing the last
of the terms.” (Doc. No. 36). Hearing nothing to the
contrary, the court inferred the matter had indeed been
settled and terminated the motion for contempt on May 17,
2018. Although the docket states the motion was designated as
“termed, ” an internal term of art for the clerk,
it should more probably be designated as “denied”
and the clerk is ordered to effect that change. (Doc. No.
months later, on October 16, 2018, Future Lawn moved for a
hearing on the previously denied motion for contempt. (Doc.
No. 37). In response, I held a telephone status conference.
The parties represented there was a dispute as to whether an
enforceable settlement agreement had, in fact, been reached
on the matter of contempt. Because the motion for contempt
was previously denied, I instructed Future Lawn to renew the
motion for contempt. (Doc. No. 40). I also advised Magee to
file a motion to stay the contempt proceedings and enforce
the alleged settlement agreement. (Id.). Those
motions are currently pending before me. (Doc. Nos. 39, 41,
Standard & Discussion
agreement to settle claims between parties to litigation is a
contract, and a court must enforce the agreement if the
language of the agreement is clear and the parties enter the
agreement voluntarily. Miller v. Prompt Recovery Servs.,
Inc., No. 5:11-cv-2292, 2014 WL 4230895, at *2 (N.D.
Ohio, Aug. 25, 2014) (citing cases). Ohio law applies to the
determination of whether the parties' settlement
agreement is enforceable. See Bamerilease Capital Corp.
v. Nearburg, 958 F.2d 150, 152 (6th Cir. 1992) (A
settlement agreement is governed by the substantive law of
the state in which the agreement was made.).
Ohio law, an unexecuted settlement agreement is enforceable
if “there is sufficient particularity to form a binding
contract.” Tocci v. Antioch Univ., 967
F.Supp.2d 1176, 1200 (N.D. Ohio 2013) (quoting Kostelnik
v. Helper, 96 Ohio St.3d 1, 3 (2002)). This is so unless
“there is clear evidence demonstrating that the parties
did not intend to be bound by the terms of an agreement until
formalized in a written document and signed by both.”
Richard A. Berijian, D.O., Inc. v. Ohio Bell Tel.
Co., 54 Ohio St. 2d 147, 151 (1978).
case, it is undisputed that, at one time, the parties agreed
to the particular terms of the unexecuted settlement
agreement. (Doc. No. 44 at 3 (“That is why Plaintiff
was no longer willing to accept the settlement terms when the
proposed agreement was finally signed by
Defendant[.]”)). The issue is whether the parties
intended to be bound only after the settlement agreement was
signed by both parties.
Supreme Court of Ohio has cautioned, “courts should be
particularly reluctant to enforce ambiguous or incomplete
contracts that aim to memorialize a settlement agreement
between adversarial litigants.” Rulli v. Fan
Co., 79 Ohio St.3d 374, 376 (1997). In light of the
history between these two litigants, especially regarding
negotiations surrounding this particular alleged settlement
agreement, I order an evidentiary hearing be conducted to
determine whether an enforceable settlement agreement exists.
foregoing reasons, an evidentiary hearing regarding
Defendant's motion to enforce the settlement agreement is
scheduled for June 17, 2019 at 3:00 p.m. (Doc. No. 41).
Because Plaintiff's motion for contempt citation and
damages is dependent upon the outcome of Defendant's
motion to enforce settlement agreement, Defendant's
motion to stay contempt proceedings is granted. (Doc. No.
as stated above, the entry “term[ing]”
Plaintiff's previous motion for contempt shall be amended
to reflect denial of the motion. (Doc. No. 31). In turn,
Plaintiff's motion for a ...