CLERK OF 2
7 IN THE SUPERIOR COURT OF GUAM
9 JOHNNY S.N. QUINTANILLA, CIVIL CASE NO. CV0800-16 10 Plaintiff, 11 DECISION AND ORDER ON v. PLAINTIFF'S MOTION TO 12 ENFORCE SETTLEMENT OR FOR ALTERNATE RELIEF 13 GUAM POLICE DEPARTMENT and GOVERNMENT OF GUAM, 14 Defendants. 15
17 INTRODUCTION 18 This matter came before the Honorable Michael J. Bordallo upon the Plaintiffs Motion 19 to Enforce Settlement or for Alternate Relief filed on February 22, 2018 ("Motion to Enforce 20 Settlement"). The Defendants' Motion for Summary Judgment filed on February 16, 2018 21 ("Motion for Summary Judgment") is also pending before this Court. Plaintiff Johnny S.N. 22 Quintanilla ("Plaintiff') is represented by Attorney William L. Gavras. Defendants, Guam 23 Police Department and the Government of Guam (collectively, "the Defendants"), are 24 represented by Assistant Attorney General R. Happy Rons. Having considered the moving 25 papers, arguments, record, and applicable law, the Court issues the following Decision and 26 Order granting Plaintiffs Motion to Enforce Settlement and staying the Defendants' Motion for 27 Summary Judgment pending further proceedings. 28 Decision and Order CV0800-16 Johnny S.N. Quintanilla v. Guam Police Dept. and Gov't of Guam
BACKGROUND 2 On September 21, 2017, the Defendants, through their attorney, made an offer to settle 3 the Plaintif:fs personal injury lawsuit. The settlement offer provided in relevant part: 4 We have received authorization to settle the above referenced matter for the sum 5 of $80,000, subject to: (1) approval by the Governor; (2) proof from Mr. Quintanilla that he has settled all outstanding liens (e.g., by medical providers, 6 hospitals, & etc.) against him arising out of injuries he allegedly sustained as set forth in the complaint in the above matter; and (3) execution by Mr. Quintanilla of 7 a Release and Settlement Agreement, and a Stipulated Dismissal Order with 8 Prejudice.
9 Gavras Decl. Ex. A; Rons Decl. Ex. A. 10 Thereafter, Plaintif:fs attorney made an oral counteroffer to settle the case for One 11 Hundred Thousand Dollars ($100,000.00). Gavras Decl., ~ 2; Rons Decl., ~ 5.0n December 15, 12 2017, the Defendants' attorney, in response, accepted the Plaintif:fs counteroffer stating, "[w]e 13 have approval for $lOOK- so we accept that counteroffer from your client." Id. In the same 14 correspondence, the Defendants' attorney noted that certain settlement terms remained 15 unresolved, namely, the issue regarding Plaintif:fs outstanding liens and whether the settlement 16 funds would be deposited with the Court.' Gavras Decl. Ex. B; Rons Decl. Ex. B. 17 Approximately an hour later, the Defendants' attorney sent a follow-up email clarifying that 18 their acceptance of the new settlement agreement amount was contingent upon the Governor's 19 approval. Rons Decl. Ex. B. In response, Plaintif:fs attorney stated, "[n]ow we need to agree on 20 the procedure with the money ... so, if the powers at be at your place agree to the deposit with 21 the court ... [a]nd my client agrees, we have a deal." Rons Decl. Ex. C. There were no further 22 discussions regarding the liens issue or whether the settlement funds would be deposited with 23 the Court. 24
1 26 During settlement negotiations, the Plaintiff proposed depositing the settlement funds with the Court pendin resolution of the issue regarding his legal obligations to reimburse Medicaid. Specifically, whether the Plaintiff owe 27 money out of any settlement proceeds to Medicaid. Opp'n at 2-3 (Mar. 22, 2018). Plaintiff was a Medicaid recipien during the time he was treated for his injuries that allegedly resulted from the events giving rise to this persona 28 injury lawsuit. Id.
Page 2 of5 Decision and Order CV0800-16 Johnny S.N Quintanilla v. Guam Police Dept. and Gov't of Guam
On December 21, 2017, the Plaintiff filed an Ex Parte Motion to Enforce Settlement or 2 For Alternate Relief. The Court, however, finding that the relief sought by Plaintiff was not a 3 proper ex parte matter, denied the Plaintiffs request. Order (Jan. 5, 2018). Consequently, on 4 February 22, 2018, the Plaintiff filed this instant motion, requesting that the Court enforce the 5 settlement agreement between the parties that the Defendants allegedly repudiated. Gavras 6 Decl., ~ 4. The Defendants filed their Opposition to the Plaintiffs Motion on March 22, 2018. 7 The Plaintiff did not reply. On April4, 2017, the Court took this matter under advisement. 8 DISCUSSION 9 General contract principles apply to the interpretation of settlement agreements. Bias v. 10 Cruz, 2009 Guam 12 ~ 11 (citing Leon Guerrero v. Moylan, 2000 Guam 28 ~~ 8-9). Therefore, 11 in order to prove the existence of a settlement agreement, a movant must establish the essential 12 elements of a contract: offer, acceptance, consideration. Bias, at ~ 18 (citing 18 GCA § 851 02). 13 This includes "mutual assent to the terms essential to the formation of a contract." Sharrock v. 14 McCoy, 2016 Guam 7 ~ 95 (quoting Ex parte Grant, 711 So.2d 464, 465 (Ala. 1997)); see 15 Mobil Oil Guam, Inc. v. Tendido, 2004 Guam 7 ~ 34 ("In order to meet their burden in 16 establishing the existence of a contract, ... plaintiffs must show: an offer encompassing all 17 essential terms, unequivocal acceptance by the offeree, consideration, and an intent to be 18 bound." (internal quotations omitted)). The consent of the parties to a contract must be free, 19 mutual, and communicated by each to the other. 18 GCA § 85301. If the parties do not agree 20 upon the "same thing in the same sense," then consent is not mutual. See 18 GCA § 85316. 21 Moreover, the "essential terms in the offer need only be reasonably certain" for a contract to be 22 formed upon acceptance. Mobil, 2004 Guam 7 ~ 34 (citing Charbonnages de France v. Smith, 23 597 F .2d 406, 417 (4th Cir. 1979)). 24 Here, Plaintiff moves the Court to enforce a settlement agreement purportedly 25 effectuated between the parties upon the Defendants' acceptance of Plaintiffs counteroffer. 26 Specifically, Plaintiff argues that when the Defendants' approved and accepted the new 27 settlement amount, all the essential terms of the offer had been agreed to except the issue 28 regarding the liens payout and whether the funds would be deposited with the court. These
Page 3 of5 Decision and Order CV0800-16 Johnny S.N Quintanilla v. Guam Police Dept. and Gov't of Guam
issues, Plaintiff maintains, are "subordinate details of performance" that do not render the 2 settlement agreement unenforceable. Mot. at 2 (Feb. 22, 2018). The Defendants, on the other 3 hand, argue that the parties never reached an agreement. Specifically, the Defendants argue that 4 there is no agreement to enforce because a settlement agreement was never drafted and there 5 was no intent to bind the parties until an agreement was signed by all necessary signatories. 6 Further, the Defendants assert that the parties never satisfied all the terms of the offer because 7 the issue regarding Plaintiffs outstanding liens remained unresolved. These conditions, the 8 Defendants' maintain, were made known to the Plaintiff upon Defendants' acceptance of the 9 new settlement amount. 10 The Court finds that the parties entered into an enforceable agreement when the 11 Defendants' accepted Plaintiffs counteroffer. Although the Defendants' acceptance was 12 contingent upon a written agreement signed by all necessary signatories, the essential terms of 13 the offer- Defendants to pay $100,000 to Plaintiff, Plaintiff to pay all liens, execution of the 14 settlement agreement and dismissal, and the Governor's signature - were all agreed to and 15 accepted by the parties.
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CLERK OF 2
7 IN THE SUPERIOR COURT OF GUAM
9 JOHNNY S.N. QUINTANILLA, CIVIL CASE NO. CV0800-16 10 Plaintiff, 11 DECISION AND ORDER ON v. PLAINTIFF'S MOTION TO 12 ENFORCE SETTLEMENT OR FOR ALTERNATE RELIEF 13 GUAM POLICE DEPARTMENT and GOVERNMENT OF GUAM, 14 Defendants. 15
17 INTRODUCTION 18 This matter came before the Honorable Michael J. Bordallo upon the Plaintiffs Motion 19 to Enforce Settlement or for Alternate Relief filed on February 22, 2018 ("Motion to Enforce 20 Settlement"). The Defendants' Motion for Summary Judgment filed on February 16, 2018 21 ("Motion for Summary Judgment") is also pending before this Court. Plaintiff Johnny S.N. 22 Quintanilla ("Plaintiff') is represented by Attorney William L. Gavras. Defendants, Guam 23 Police Department and the Government of Guam (collectively, "the Defendants"), are 24 represented by Assistant Attorney General R. Happy Rons. Having considered the moving 25 papers, arguments, record, and applicable law, the Court issues the following Decision and 26 Order granting Plaintiffs Motion to Enforce Settlement and staying the Defendants' Motion for 27 Summary Judgment pending further proceedings. 28 Decision and Order CV0800-16 Johnny S.N. Quintanilla v. Guam Police Dept. and Gov't of Guam
BACKGROUND 2 On September 21, 2017, the Defendants, through their attorney, made an offer to settle 3 the Plaintif:fs personal injury lawsuit. The settlement offer provided in relevant part: 4 We have received authorization to settle the above referenced matter for the sum 5 of $80,000, subject to: (1) approval by the Governor; (2) proof from Mr. Quintanilla that he has settled all outstanding liens (e.g., by medical providers, 6 hospitals, & etc.) against him arising out of injuries he allegedly sustained as set forth in the complaint in the above matter; and (3) execution by Mr. Quintanilla of 7 a Release and Settlement Agreement, and a Stipulated Dismissal Order with 8 Prejudice.
9 Gavras Decl. Ex. A; Rons Decl. Ex. A. 10 Thereafter, Plaintif:fs attorney made an oral counteroffer to settle the case for One 11 Hundred Thousand Dollars ($100,000.00). Gavras Decl., ~ 2; Rons Decl., ~ 5.0n December 15, 12 2017, the Defendants' attorney, in response, accepted the Plaintif:fs counteroffer stating, "[w]e 13 have approval for $lOOK- so we accept that counteroffer from your client." Id. In the same 14 correspondence, the Defendants' attorney noted that certain settlement terms remained 15 unresolved, namely, the issue regarding Plaintif:fs outstanding liens and whether the settlement 16 funds would be deposited with the Court.' Gavras Decl. Ex. B; Rons Decl. Ex. B. 17 Approximately an hour later, the Defendants' attorney sent a follow-up email clarifying that 18 their acceptance of the new settlement agreement amount was contingent upon the Governor's 19 approval. Rons Decl. Ex. B. In response, Plaintif:fs attorney stated, "[n]ow we need to agree on 20 the procedure with the money ... so, if the powers at be at your place agree to the deposit with 21 the court ... [a]nd my client agrees, we have a deal." Rons Decl. Ex. C. There were no further 22 discussions regarding the liens issue or whether the settlement funds would be deposited with 23 the Court. 24
1 26 During settlement negotiations, the Plaintiff proposed depositing the settlement funds with the Court pendin resolution of the issue regarding his legal obligations to reimburse Medicaid. Specifically, whether the Plaintiff owe 27 money out of any settlement proceeds to Medicaid. Opp'n at 2-3 (Mar. 22, 2018). Plaintiff was a Medicaid recipien during the time he was treated for his injuries that allegedly resulted from the events giving rise to this persona 28 injury lawsuit. Id.
Page 2 of5 Decision and Order CV0800-16 Johnny S.N Quintanilla v. Guam Police Dept. and Gov't of Guam
On December 21, 2017, the Plaintiff filed an Ex Parte Motion to Enforce Settlement or 2 For Alternate Relief. The Court, however, finding that the relief sought by Plaintiff was not a 3 proper ex parte matter, denied the Plaintiffs request. Order (Jan. 5, 2018). Consequently, on 4 February 22, 2018, the Plaintiff filed this instant motion, requesting that the Court enforce the 5 settlement agreement between the parties that the Defendants allegedly repudiated. Gavras 6 Decl., ~ 4. The Defendants filed their Opposition to the Plaintiffs Motion on March 22, 2018. 7 The Plaintiff did not reply. On April4, 2017, the Court took this matter under advisement. 8 DISCUSSION 9 General contract principles apply to the interpretation of settlement agreements. Bias v. 10 Cruz, 2009 Guam 12 ~ 11 (citing Leon Guerrero v. Moylan, 2000 Guam 28 ~~ 8-9). Therefore, 11 in order to prove the existence of a settlement agreement, a movant must establish the essential 12 elements of a contract: offer, acceptance, consideration. Bias, at ~ 18 (citing 18 GCA § 851 02). 13 This includes "mutual assent to the terms essential to the formation of a contract." Sharrock v. 14 McCoy, 2016 Guam 7 ~ 95 (quoting Ex parte Grant, 711 So.2d 464, 465 (Ala. 1997)); see 15 Mobil Oil Guam, Inc. v. Tendido, 2004 Guam 7 ~ 34 ("In order to meet their burden in 16 establishing the existence of a contract, ... plaintiffs must show: an offer encompassing all 17 essential terms, unequivocal acceptance by the offeree, consideration, and an intent to be 18 bound." (internal quotations omitted)). The consent of the parties to a contract must be free, 19 mutual, and communicated by each to the other. 18 GCA § 85301. If the parties do not agree 20 upon the "same thing in the same sense," then consent is not mutual. See 18 GCA § 85316. 21 Moreover, the "essential terms in the offer need only be reasonably certain" for a contract to be 22 formed upon acceptance. Mobil, 2004 Guam 7 ~ 34 (citing Charbonnages de France v. Smith, 23 597 F .2d 406, 417 (4th Cir. 1979)). 24 Here, Plaintiff moves the Court to enforce a settlement agreement purportedly 25 effectuated between the parties upon the Defendants' acceptance of Plaintiffs counteroffer. 26 Specifically, Plaintiff argues that when the Defendants' approved and accepted the new 27 settlement amount, all the essential terms of the offer had been agreed to except the issue 28 regarding the liens payout and whether the funds would be deposited with the court. These
Page 3 of5 Decision and Order CV0800-16 Johnny S.N Quintanilla v. Guam Police Dept. and Gov't of Guam
issues, Plaintiff maintains, are "subordinate details of performance" that do not render the 2 settlement agreement unenforceable. Mot. at 2 (Feb. 22, 2018). The Defendants, on the other 3 hand, argue that the parties never reached an agreement. Specifically, the Defendants argue that 4 there is no agreement to enforce because a settlement agreement was never drafted and there 5 was no intent to bind the parties until an agreement was signed by all necessary signatories. 6 Further, the Defendants assert that the parties never satisfied all the terms of the offer because 7 the issue regarding Plaintiffs outstanding liens remained unresolved. These conditions, the 8 Defendants' maintain, were made known to the Plaintiff upon Defendants' acceptance of the 9 new settlement amount. 10 The Court finds that the parties entered into an enforceable agreement when the 11 Defendants' accepted Plaintiffs counteroffer. Although the Defendants' acceptance was 12 contingent upon a written agreement signed by all necessary signatories, the essential terms of 13 the offer- Defendants to pay $100,000 to Plaintiff, Plaintiff to pay all liens, execution of the 14 settlement agreement and dismissal, and the Governor's signature - were all agreed to and 15 accepted by the parties. Before Plaintiff made a counteroffer, both parties agreed that all the 16 terms of the initial offer were acceptable, that the Plaintiff would pay all liens, and that the 17 Governor's signature was required. Whether the settlement funds would be deposited with the 18 Court pending resolution of the liens issue is not an essential term necessary to the formation of 19 the settlement agreement. Thus, because all of the essential terms have been agreed to and 20 accepted by the parties, the Court finds that the settlement agreement is enforceable and 21 GRANTS Plaintiffs Motion to Enforce Settlement. The Court orders the Defendants to use 22 their best efforts to satisfy the conditions set forth in the agreement and to complete the 23 settlement in a timely matter. Further, the Court will hold in abeyance the Defendants' Motion 24 for Summary Judgment Motion pending further order by the Court. 25 II 26 II 21 II 28 II
Page 4 of5 Decision and Order CV0800-16 Johnny S.N Quintanilla v. Guam Police Dept. and Gov't of Guam
CONCLUSION 2 For the reasons set forth above, the Court GRANTS the Plaintiffs Motion to Enforce 3 Settlement or Alternate Relief and ORDERS a stay on the Defendants' Motion for Summary 4 Judgment pending further order by the Court. 5
7 IT IS SO ORDERED th~f ~ 8
12 HONORABLE MICHAEL J. BORDALLO 13 Judge, Superior Court of Guam 14
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