Lekuntwane v. Help at Home CT, LLC

• Court: Court of Appeals for the Second Circuit
• Decided: September 17, 2025
• Docket: 24-1662
• Status: Unpublished

Opinion

24-1662 Lekuntwane v. Help at Home CT, LLC

UNITED STATES COURT OF APPEALS FOR THE SECOND CIRCUIT

SUMMARY ORDER

RULINGS BY SUMMARY ORDER DO NOT HAVE PRECEDENTIAL EFFECT. CITATION TO A SUMMARY ORDER FILED ON OR AFTER JANUARY 1, 2007, IS PERMITTED AND IS GOVERNED BY FEDERAL RULE OF APPELLATE PROCEDURE 32.1 AND THIS COURT’S LOCAL RULE 32.1.1. WHEN CITING A SUMMARY ORDER IN A DOCUMENT FILED WITH THIS COURT, A PARTY MUST CITE EITHER THE FEDERAL APPENDIX OR AN ELECTRONIC DATABASE (WITH THE NOTATION “SUMMARY ORDER”). A PARTY CITING A SUMMARY ORDER MUST SERVE A COPY OF IT ON ANY PARTY NOT REPRESENTED BY COUNSEL.

At a stated term of the United States Court of Appeals for the Second Circuit, held at the Thurgood Marshall United States Courthouse, 40 Foley Square, in the City of New York, on the 17th day of September, two thousand twenty-five.

PRESENT:

PIERRE N. LEVAL, RICHARD C. WESLEY, RICHARD J. SULLIVAN, Circuit Judges. _____________________________________

KEFILWE LEKUNTWANE, and all others similarly situated,

Plaintiff-Appellee,

v. No. 24-1662

HELP AT HOME CT, LLC, ALZHEIMER’S AND DEMENTIA CARE, LLC, HOMECARE CONNECTIONS, LLC, MARY ANN CIAMBRIELLO,

Defendants-Appellants. _____________________________________

For Defendants-Appellants: PETER J. MURPHY, Shipman & Goodwin LLP, Hartford, CT.

For Plaintiff-Appellee: THOMAS J. DURKIN (Richard E. Hayber, on the brief) Hayber, McKenna & Dinsmore, LLC, Hartford, CT.

Nitor V. Egbarin, Law Office of Nitor V. Egbarin, LLC, Hartford, CT.

Appeal from a judgment of the United States District Court for the District

of Connecticut (Robert N. Chatigny, Judge).

UPON DUE CONSIDERATION, IT IS HEREBY ORDERED,

ADJUDGED, AND DECREED that this appeal is REMANDED for further

findings consistent with this order.

Help at Home CT, LLC, Alzheimer’s and Dementia Care, LLC, Homecare

Connections, LLC, and Mary Ann Ciambriello (together, the “Defendants”) appeal

from a judgment of the district court enforcing a settlement agreement entered into

by Defendants and Kefilwe Lekuntwane, a former live-in health aide who had

brought a putative class- and collective-action complaint for alleged violations of

the Fair Labor Standards Act, 29 U.S.C. § 201 et. seq. (the “FLSA”), and Connecticut

2 Minimum Wage Act, Conn. Gen. Stat. § 31-68 et seq. (the “CMWA”). We assume

the parties’ familiarity with the underlying facts, procedural history, and issues on

appeal.

We review the district court’s findings of fact for clear error and legal

conclusions de novo. See Omega Eng'g, Inc. v. Omega, S.A., 432 F.3d 437, 443 (2d

Cir. 2005). Under Connecticut law, which the parties agree governs the settlement

agreement and this appeal, “a contract is binding if the parties mutually assent[ed]

to its terms.” Id. at 444. In the settlement context, the agreement need not be

signed, and it need not even be reduced to writing. See id. A court may

summarily enforce a settlement agreement so long as “the terms of the agreement

are clear and unambiguous” and “the parties do not dispute the terms of the

agreement.” Audubon Parking Assocs. Ltd. v. Barclay & Stubbs, Inc., 225 Conn. 804,

811–12 (1993). Nevertheless, a settlement agreement may not be enforced if, “in

the contemplation of the parties, something remains to be done to establish the

contractual relation.” Klein v. Chatfield, 166 Conn. 76, 80 (1974).

Defendants argue that the district court erred in finding the parties had

entered into an enforceable settlement in the form of a Memorandum of

Understanding (the “MOU”) that was later supplemented by a draft agreement.

3 Although the MOU – reached after a mediation with Magistrate Judge Joan G.

Margolis – reflects that the parties agreed to the total settlement amount and a

general payment structure, the MOU expressly left a number of issues open and

unresolved, including (1) the finalizing of a class list; (2) the particulars of the

payment process from Defendants’ payroll company; (3) what to do in the event

of an uncashed settlement check; (4) the formulation of release language to be

included on the checks; (5) whether to provide pay-early incentives; (6) whether

to impose late-payment penalties; (7) who would be responsible for the payment

of taxes; and (8) whether to include Medicare waivers.

After the six-hour session with Judge Margolis, counsel for Defendants

confirmed by email that “[w]e have agreed on the gross amount of the settlement

($1,340,000) and the general structure of the payments,” but noted that “there are

several details that need to be worked out to finalize the resolution of this matter”;

to that end, counsel “attach[ed] a revised draft of the MOU . . . highlighting areas

we feel remain unresolved.” Defs. App’x at 206. Without attempting to resolve

the open items (or dispute Defendants’ characterization of them as things that

“need[ed] to be worked out to finalize the resolution of this matter”), Plaintiff’s

4 counsel responded with a short email indicating “[t]his is fine” and “[w]e have a

deal.” Id. at 205.

The parties later agreed on a deadline to file a joint motion for preliminary

approval of a settlement, but the settlement eventually fell apart. In particular,

the parties exchanged drafts of a final settlement agreement and, on the eve of the

filing deadline, defense counsel sent a version that Lekuntwane, but not

Defendants, signed. Shortly after moving to extend the deadline, counsel for

Defendants moved to withdraw, citing a “breakdown in communication” between

client and counsel that “render[ed] on-going representation unworkable.” Id. at

8 (internal quotation marks omitted). A few months later, Lekuntwane moved to

enforce the MOU, attaching the MOU and the half-signed agreement as exhibits.

In evaluating whether parties to a settlement agreement intended to be

bound absent an executed writing, we have endorsed three factors set forth by the

Connecticut Supreme Court in Klein: “(1) [the] language used, (2) circumstances

surrounding the transaction, including the motives of the parties, and (3) purposes

which they sought to accomplish.” See Omega Eng’g, Inc., 432 F.3d at 444 (internal

quotation marks omitted). These factors “are similar, though not identical, to the

factors” relied upon by New York courts. See id. Applying New York law, we

5 have explained that the principal objective is to determine whether an agreement

coming out of a mediation is either “complete . . . on all the issues perceived to

require negotiation,” or instead is “one that expresses mutual commitment to a

contract on agreed major terms, while recognizing the existence of open terms that

remain to be negotiated.” Murphy v. Inst. of Int’l Educ., 32 F.4th 146, 150–51 (2d

Cir. 2022) (internal quotation marks omitted). The former is referred to as a

“Type I” agreement and would be binding under New York law. See id. at 150.

The latter is known as a “Type II” agreement and only binds the parties to

negotiate in good faith toward a final agreement. See id. at 150–51. Though

Connecticut courts have not adopted the Type I/Type II framework as such, the

central question under both Connecticut and New York law is, of course, whether

and to what extent the parties to a preliminary settlement agreement intended to

be bound. See Omega Eng’g, Inc., 432 F.3d at 444.

Interestingly, the district court pointed out that “neither side discusses

whether the Connecticut Supreme Court likely would or would not apply th[e]

[Type I/Type II] framework.” Sp. App’x at 5. Nonetheless, the district court

concluded that “Defendants’ counsel and Plaintiffs’ counsel were together acting

in the very way that the Second Circuit’s framework contemplates when you have

6 what the Second Circuit refers to as a Type II agreement.” Id. at 8. It then found

the settlement agreement was binding even though, as mentioned above, a Type

II agreement merely obligates the parties to negotiate toward a final agreement in

good faith. See Murphy, 32 F.4th at 150–51.

On this record, we cannot be satisfied that the parties intended the MOU to

be “regard[ed]” as a “completed” agreement under Klein. 166 Conn. at 80. The

district court’s inquiry focused on whether either party expressed that any of the

eight open items in the MOU “were essential to an enforceable agreement.”

Wittman v. Intense Movers, Inc., 202 Conn. App. 87, 99 (2021) (internal quotation

marks omitted); see also Santos v. Massad-Zion Motor Sales Co., 160 Conn. App. 12,

19 (2015) (describing how “Connecticut cases require definite agreement on the

essential terms of an enforceable agreement” (internal quotation marks omitted)).

But there is an absence of evidence to support a finding that these eight terms were

immaterial. Though the district court found “none of the [eight] items . . .

rendered the MOU unenforceable,” it did not make any specific findings related

to these items. Sp. App’x at 18. The district court’s evidentiary hearing lasted

for a total of 40 minutes, involved no witness testimony, and turned primarily on

email exchanges between counsel.

7 But even taken at face value, the emails reflect that the eight open items

precluded the formation of a binding settlement. Defendants considered there to

be “several details that need to be worked out [in the MOU] to finalize the resolution

of this matter.” Defs. App’x at 206 (emphasis added). Indeed, in the following

months, the parties reached an impasse related to the class list that prevented the

filing of settlement papers. See id. at 377 (“The list was always a work in progress.

We are still working that out.”); see also id. at 382 (explaining that, because of an

“obvious disconnect” and “lack of agreement” on the class list, there is “no way

we can finalize the agreement before the end of the day tomorrow”).

Lekuntwane’s own lawyer represented that “if the settlement papers are not filed

by [the deadline],” “then Defendants would have breached the settlement MOU

and the settlement agreement will be null and void.” Id. at 383 (emphasis added).

Accordingly, record evidence suggests that the eight open items were material and

that the MOU was intended to be a preliminary step in negotiations – not a binding

agreement to settle the case.

For similar reasons, we cannot say that “any such alleged defect [with the

MOU] was cured through the parties’ subsequent communications with each

other and Magistrate Judge Margolis.” Sp. App’x at 19. Though the parties later

8 attempted to draft a more comprehensive agreement, there is no evidence that

Defendants, who never signed the agreement, intended to be bound by it before

its execution. The district court did not adequately explain how drafting and

sending the unsigned settlement agreement manifested Defendants’ intent to be

bound. Indeed, defense counsel’s assertion that the agreement still “has to go to

our client” and “we are not [ready to file],” Defs. App’x at 223, coupled with the

agreement itself which provides that it only “shall be binding upon the party

whose counsel transmits the signature page by facsimile or email,” id. at 249,

suggests that “the parties [did not] intend . . . to be bound until they . . . executed

a formal document embodying their agreement,” V’Soske v. Barwick, 404 F.2d 495,

499 (2d Cir. 1968); see also Klein, 166 Conn. at 80 (explaining that a settlement

agreement may not be enforced “so long as, in the contemplation of the parties,

something remains to be done to establish the contractual relation”).

To be sure, in Wittman, the Connecticut Appellate Court found that a

subsequent agreement “cured” possible defects with an MOU. See Wittman, 202

Conn. App. at 101. But that was only after the court had determined that the

MOU in question (which the parties had actually signed) “facially . . . set[] forth

the material terms,” and the defendants “conceded . . . that the final settlement

9 agreement presented to them for execution set forth the parties’ entire agreement,”

save for one disputed term that the court found was immaterial. Id. (alteration

accepted and internal quotation marks omitted); see also id. at 95 (describing the

court’s finding that the defendant “never made known to the plaintiff[s] . . . that

the [settlement] agreement was contingent upon him getting financing” (internal

quotation marks omitted)). Because the parties’ MOU is unexecuted and

highlights several open items, and because Defendants do not concede that the

draft agreement was simply meant to “fill[] in the blanks,” id. (internal quotation

marks omitted), this case appears to be more like Santos, in which “incomplete

essential term[s]” prevented the creation of any binding agreement, 160 Conn.

App. at 21.

Accordingly, “[i]n the interests of judicial economy and orderly resolution

of this matter,” Florez v. CIA, 829 F.3d 178, 189 (2d Cir. 2016), we find it appropriate

to remand the case pursuant to our practice under United Staes v. Jacobson, 15 F.3d

19 (2d Cir. 1994), so that the district court may undertake a renewed factual inquiry

to determine whether the parties intended to be bound under Klein by the MOU

10 as supplemented by any subsequent agreement or the final settlement agreement

itself. 1

* * *

For the reasons discussed above, we REMAND for further proceedings

consistent with this order pursuant to Jacobson. After the district court

“conduct[s] . . . further fact-finding” and “reconsider[s] its prior conclusion,” the

parties may “then return its determination to [this panel] for consideration

without the need for a new notice of appeal, briefing schedule, and reassignment

to a new panel unfamiliar with the case.” Florez, 829 F.3d at 189. Within thirty

1 Defendants also argue that the purported agreement, concerning the settlement of claims for

violations of the FLSA on behalf of a collective, would not be enforceable until approved by the district court under Cheeks v. Freeport Pancake House, Inc., 796 F.3d 199 (2d Cir. 2015). But Cheeks, which held that a plaintiff must obtain court approval under Federal Rule of Civil Procedure 41(a)(1)(A)(ii) before dismissing claims with prejudice, would not itself prevent the district court from enforcing the parties’ agreement as a matter of contract law. Whether the parties intended that the settlement agreement be contingent on Cheeks approval is a separate factual question that the district court may consider on remand. See Chang v. TK Tours, Inc., 605 F. Supp. 3d 529, 540 (S.D.N.Y. 2022) (considering the necessity of Cheeks approval under the factors set forth in Winston v. Mediafare Entertainment Corp., 777 F.2d 78 (2d Cir. 1985)); Williams v. Playscripts, Inc., No. 22-cv- 6861 (AMD) (SJB), 2024 WL 3823198, at *7 (E.D.N.Y. Aug. 13, 2024) (same).

11 days of the conclusion of the proceedings, either party may restore the matter to

the active docket of this Court by letter and propose a schedule for supplemental

briefing.

FOR THE COURT: Catherine O’Hagan Wolfe, Clerk of Court