United States District Court, N.D. Indiana, Hammond Division, Lafayette
KRISTY B. BAER, Plaintiff,
WABASH CENTER, INC., Defendant.
OPINION AND ORDER
E. MARTIN, UNITED STATES MAGISTRATE JUDGE.
matter is before the Court on Plaintiff's Motion to
Enforce Settlement Agreement [DE 25], filed by Plaintiff
Kristy Baer on June 15, 2016, and on Plaintiff's Second
Motion to Seal Settlement Agreement [DE 28], filed by Baer on
June 20, 2016. Baer asks the Court to enforce the settlement
agreement between her and Defendant Wabash Center, Inc., and
to seal the draft settlement agreement that Baer Dated: June
3, 2016 [DE 29].
Center, Inc. is an Indiana corporation that provides services
to people with disabilities. Kristy Baer used to work for
Wabash, but after Wabash fired her she sued Wabash, seeking
to be reinstated in her former position.
parties negotiated a settlement to the lawsuit: in essence,
Baer would agree to drop the lawsuit in exchange for a
certain amount of money. On May 11, 2016, Wabash's lawyer
wrote to Baer's lawyer that Wabash had “agreed to
accept” Baer's settlement demand. Wabash's
lawyer added, “I will prepare a draft of the settlement
agreement to send you with a stipulation of dismissal.”
The parties hit a roadblock the following week as they tried
to finalize the written terms of their deal. On May 20,
Wabash's lawyer emailed Baer's lawyer a written draft
of the settlement and wrote, “Let me know if this meets
with your approval or if [you] have any suggestions for any
changes.” Three days later, on May 23, Wabash's
lawyer emailed Baer's lawyer again, this time attaching a
“revised settlement [draft]” with a new provision
requiring Baer to “agree to abide by the Wabash
Center . . . Visitors policy should she wish to visit any of
the Wabash Center properties.” This provision had not
appeared in the May 20 draft.
balked at the new provision. On May 25, her lawyer wrote to
Wabash's lawyer that Baer could not agree to the new
provision. “If that is an issue, ” Baer's
lawyer wrote, “let me know.” On June 1,
Wabash's lawyer responded that it was indeed an issue.
3, Baer signed the May 20 draft, and on June 9 her lawyer
sent Wabash's lawyer a signed copy and asked Wabash to
sign it and honor the May 20 settlement terms.
declined to sign the May 20 draft.
now asks the Court to enforce the May 20 version of the
parties' settlement agreement. See MH Equity Managing
Member, LLC v. Sands, 938 N.E.2d 750, 757 (Ind.Ct.App.
2010) (“if a party agrees to settle a pending action,
but then refuses to consummate his settlement agreement, the
opposing party may obtain judgment enforcing the
agreement”). Baer also asks the Court to seal the May
20 draft settlement agreement, which she has filed as Exhibit
D in support of the motion to enforce the settlement
agreement. Wabash opposes the motion to enforce the
settlement agreement, but Wabash does not object to the
motion to seal.
The motion to enforce the settlement agreement
contract law principles govern settlement agreements in
Indiana. MH Equity, 938 N.E.2d at 757; see also
Zimmerman v. McColley, 826 N.E.2d 71, 77 (Ind.Ct.App.
2005) (“The intention of the parties to a [settlement]
contract is a factual matter to be determined from all the
circumstances.”); Lewis v. Sch. Dist. #70, 648
F.3d 484, 486 n.1 (7th Cir. 2011) (“Whether a
settlement agreement is binding is an issue governed by the
law of the state in which the parties executed the
Baer says, Baer made a final offer, and Wabash accepted it on
May 11. That alone, Baer says, constitutes an enforceable
agreement, and the provision Wabash sought to include in the
May 23 draft is immaterial to the agreement. Dillard v.
Starcon Int'l, Inc., 483 F.3d 502, 508 (7th Cir.
2007) (“terms addressing purely contingent matters are
not necessarily material”); Steadfast Ins. Co. v.
Auto Mktg. Network, Inc., No. 97-5696, 2004 U.S. Dist.
LEXIS 7294, *13 (N.D. Ill. Apr. 28, 2004) (“If
Steadfast wanted a confidentiality clause, it should have
made it known during the negotiations.”). And an
unresolved immaterial term does not justify
breaching the material terms of an agreement. Higbee v.
Sentry Ins. Co., 253 F.3d 994, 997 (7th Cir. 2001)
(“lack of agreement on minor, immaterial terms . . . do
not preclude a finding that a contract has been
formed”); Beverly v. Abbott Labs., 817 F.3d
328 (7th Cir. 2016) (finding indemnification, cooperation,
and future employment issues not material and enforcing
handwritten settlement agreement between employer and
employee). The mere fact that parties disagree on whether to
include a certain provision in their written agreement does
not make the issue material. Dillard, 483 F.3d at
508 (“The materiality of additional written terms
introduced after an . . . agreement is reached is not
established simply by one party's intransigence or
‘refusal to budge' on the new terms.”).
Court agrees with Baer that the provision at issue in the May
23 draft is not material to the settlement agreement. The
material terms of the parties' settlement agreement are:
(1) that Baer will release her claims against Wabash and
agree not to apply for re-employment and not to disparage
Wabash to any third party; and (2) that in exchange Wabash
will pay Baer a certain amount of money, characterize the
termination of Baer's employment in a certain way, and
make only certain limited representations to Baer's
future employers. In the May 23 draft, Wabash sought to
include a provision by which Baer would agree to abide by
Wabash's visitors ...