Proctor v. Capital One, N.A.
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Opinion
UNITED STATES DISTRICT COURT FOR THE DISTRICT ()F C()LUMBIA
CHARNI']`A PROCTOR, Plaintil"f, V- Civil Action No. ]7-1966 (CKK)
L,IBERTY l\/IUTUAL AU'I`O AND HOME SERVICES, LLC, el a/.,
Dct`endants.
REDACTEI) MEMORANDUM oPINIoN (Apt-il 3, 2018)
Defendants Capital One, N.A. and Capital One Auto Finance, Inc. (colleetively, “Capital One”) seek the Court’S enforcement of a settlement agreement between Capital One and Piaintiff Charnita Proctor. Ms. Proctor does not dispute that she entered into an agreement Rather, she objects to its putative scope, arguing that it pertains only to a specific auto loan from Capital One.l Upon consideration oi" the briefing and evidence,2 the relevant legal authorities, and the record as
a Whole, the Court GRANTS-IN»I’ART and DENIES-IN-PART Capital One’s Motion to
‘ "l`he Coui't held a hearing to confirm that this Was the only remaining dispute
2 T he Court’S consideration has focused on the following briefing and the evidence contained in attachments thereto:
v Ca.pital One, N.A. and Capital One Auto Finance, Ino.’s l\/lot. to Enforce Settleinent, ECF No. l"/' (“Det`.’s l\/lot. to Enforee”);
o Capital One, N.A. and Capital One Auto Finance, Inc.’s Sealed Mern. in Supp. of Their l\/lot. to Ent`orce Settlement, ECF No. lS-l (“Del".’s Mem.”);
0 Pl.’s Opp’n to Capital One’s Mot. to Enforce Settlernent Agreernent, ECF No. 26 (“Pl.’S Opp’n”); and
' Capital One, N.A. and Capital One Auto Finance, lnc.’s Sealed Reply in Supp. oi"Their l‘\/lot. to Enforce Settlernent, ECF No. 27»1 (“Def.’S Reply”).
l
Enforce Settiement, ECl*` No. 17. Except with respect to certain adjustments to paragraphs 2, 4, and 6, the settlement agreement shall be enforced as Capital One has set forth. See Confidential Settlernent Agreement and Release oi` Claims, ECF No. l8-2, Ex. 2.
it is hefpful to begin in reference to Ms, Proctor’s request i"or an evidentiary hearing on this motion l\/ls. Proctor claims an entitlement to such a hearing “to determine whether the parties entered into a binding contract.” Pl.’s Opp’n at 3 (citing, e.g., Uniled Siafes v. Mahoney, 247 F.3d 279, 285 (D.C. Cir. 2001)). “When there is a genuine dispute about whether the parties have entered into a binding settlement, the district court must hold an evidentiary hearing that includes the opportunity for cross-examination.” Mahoney, 247 F.3d at 285.
l~lowever, such a hearing is not necessary if the Court is persuaded on the basis ot` the brieiing that a settlement agreement exists.
[:"l`]he existence or lack of i"actual disputes concerning the validity of a settlement
agreement cannot, ex ante, require that the Court hold an evidentiary hearing to
resolve a motion to enforce that agreement Rather, the Court must first determine
whether, despite whatever factual disputes may exist, the moving party has
nevertheless carried the burden ot` proving the existence of a settlement agreement
by clear and convincing evidence Samra v. Shaheen Bu.s'. & fan Grp., Inc., 355 F. Supp. 2d 483, 494 (D.D.C. 2005). Accordingly, the Court shall proceed to consider whether Capital One has discharged its burden to prove a settlement agreement between Capital One and l\/ls. Proctor.
T he parties urge the Court to apply District of Coiumbia law i`or the formation oi"contracts, in partieular, settlement agreements See Dei".’s Mem. at 6; Pl.’s Opp’n at ]. The Court is unaware ol` any reason to do otherwise “In the District ot`Columbia, an enforceable contract exists when
there is an agreement about ali materiai terms and an intention of the parties to be bound.”
Mahoney, 247 I"".3d at 285. “ln the context of settlement agreements, court fsic] have found that
the amount to be paid and the claimant’s release of liability are the material terms” under D.C.
law. Blczckslone v. Bri`nk, 63 F. Supp. 3d 68, 77 (D.D.C. 2014).
Capital One considers the material terms to consist ol":
Def.’s Mem. at 6. Because this statement of material terms includes the amount to be paid and the release of liability, an agreement containing these terms would suffice under D.C. law if the parties intended to be bound by it. See Brink, 63 F. Supp. 3d at 77.
Ms. Proctor does not dispute Capitaf One’s characterization of the material terms, except insofar as the settlement agreement could be read to include a release ofclaims she may have that are unrelated to the specific auto loan presently at issue. See Pl.’s Opp’n at 2. She objects in particular to language in Paragraph 6 that Would require her, in pertinent part, to release - _ Conl'idential Settlement Agreement and Release of Claims, ECF No. l8~2, Ex. 2 ii 6; see also Pl.’s Opp’n at 2. She is especially concerned about any claims against Capital One that she may pursue related to three charged-off credit cards. See Pl.’s Opp’n at 2. Although Capital One’s correspondence suggests that the parties’ oral agreement included _ _ ECF No. 18~2, EX. 1 Proctor()Oo; sea also Confidential Settlement ' Agreement and Release of Claims, ECF No. 18»2, Ex. 2 il 2 (_ -), Capital One confirms that the parties did not discuss anything about charged-off credit cards, see Def.’s Reply at 4-5. In turn, the agreement drafted by Capital One expressly identities only the car loan as a claim at issue, for purposes of this litigation and the settlement agreement
See Coniidential Settlement Agreernent and Release of Claims, ECF No. 18-2, Ex. 2 (recitals).
Accordingly, the Court construes the parties as agreeing only to release claims that could arise retated to this auto loan.
'l`he parties concede their intention to enter into a settlement Def.’s i\/lem. at 6; Pl.’s Opp’n at l. Moreover, Capital One’s execution of the Conf`rdential Settlement Agreement and Release of Claims, ECF No. 18-2, Ex. 3, demonstrates Capital One’s intention to be bound by this particular document, which it represents as containing the material terms to which the parties agreed in their discussions orally and by email. Def.’s Mem. at 6-8. Oniy in two respects has l\/ls. Proctor disputed that this document reflects the parties’ agreement The first is her prior objectionmnot raised again in her Opposition-»-to Paragraph 4, which would require _ _. See Def.’s Mern. at 8-9. Notwithstanding Capitai One’s argument that this is a standard provision, Capital One concedes that the parties did not discuss it orally, and argues that it accordingly may be considered immaterial. Ia’. at 8 (citing Brz'nk, 63 F. Supp. 3d at 77). Capital One also agreed, long before the instant motion, to drop _. See id at 9; Decl. ot` Jonathan S. I~lubbard, Esq., ECF No. 18-2, Ex. A il 16. The other issue l\/ls. I~’roctor raised more recentiy is the scope of the agreement, Which the Court has addressed above. There is no evidence in the record to suggest that the parties intended their agreement to apply to anything other than the specific car loan described in the settlement agreement Because Ms. Proctor has not at any time objected to any other portion of the settlement agreement prepared by Capitai One, which contains the material terms to which they agreed, the Court finds that the parties intended to be bound by it.
»i<>i==i< ’l`he Court finds that Ms. Proctor and Capital One agreed to a settlement agreement that
does not include _ and contains a release only as to the car loan expressiy at issue in
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