Scollick v. Narula

• Court: District Court, District of Columbia
• Decided: April 27, 2026
• Docket: Civil Action No. 2014-1339
• Status: Published

Opinion

UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA

ANDREW SCOLLICK, ex rel United States of America,

Plaintiff,

v. Case No. 1:14-cv-1339-RCL

VIJAY NARULA, et al.,

Defendants.

MEMORANDUM OPINION & ORDER

Over a decade ago, Plaintiff-Relator Andrew Scollick brought this case alleging false

claims for payments submitted to the U.S. government under the Department of Veterans’ Affairs

service-disabled veteran-owned small business contract set aside program. Compl. at 10–11, ECF

No. 1. On the eve of trial, the parties confirmed that they had reached a settlement, and the Court

vacated the trial date upon their request. Before the Court now is Plaintiff’s motion to enforce the

settlement. Mot. to Enforce, ECF No. 526. For the reasons that follow, the Court GRANTS the

motion and ORDERS the parties to file a joint status report on any continuing need for a status

conference on this matter.

I. BACKGROUND

The Court assumes familiarity with the underlying facts of this case, which is detailed at

length in several opinions. See, e.g., United States ex rel. Scollick v. Narula, 215 F. Supp. 3d 26

(D.D.C. 2016); United States ex rel. Scollick v. Narula, No. 14-cv-1339, 2017 WL 3268857

(D.D.C. July 31, 2017); Scollick ex rel. United States v. Narula, No. 14-cv-1339, 2022 WL

3020936 (D.D.C. July 29, 2022); Scollick ex rel. United States v. Narula, No. 14-cv-1339, 2024

1 WL 2017132 (D.D.C. May 7, 2024). The following recites only those facts relevant to Plaintiff’s

motion to enforce the settlement.

On May 13, 2024, this Court vacated the initial trial date after all interested parties relayed

their agreement in principle for settlement. Order Continuing Trial, ECF No. 520. Defendants

circulated a draft settlement to Plaintiff on July 12, 2024, with their permission for it to be sent to

the United States Department of Justice (“DOJ”) for approval pursuant to 31 U.S.C. § 3730(b)(1).

See Mot. to Enforce at 2, ECF No. 526; Opp’n to Mot. to Enforce at 1, ECF No. 528. Plaintiff

accepted the DOJ’s initial changes to the settlement agreement and recirculated to all parties on

December 17, 2024. Exhibit 2 (Email Correspondences) at 11, ECF No. 526-4. After a final round

of edits by Defendants, DOJ approved and recirculated on January 9, 2025, with a follow up

confirmation on February 10, 2025, and Plaintiff returned the agreement with his signature on

February 19, 2025. Id. at 5–10.

But on March 1, 2025, the OST Defendants’ counsel relayed his clients’ failure to sign,

stating that changing conditions with respect to government contracting under the new

administration drew their full attention. Id. at 2–3. On March 6, 2025, Plaintiff moved for a status

hearing, which was held on April 14, 2025. ECF Nos. 524–25. Three days before that hearing,

Plaintiff filed the motion to enforce the settlement agreement along with a request to seek leave to

file for attorney’s fees as sanctions. Pl.’s Mo. to Enforce, ECF No. 526. On April 25, 2025, the

OST Defendants filed their opposition to both motions primarily on the grounds of changed

business conditions. OST Opp’n, ECF No. 528. Plaintiff filed his reply on May 2, 2025,

reiterating his desire for this Court to summarily enforce the settlement agreement as executed in

February, along with a request to seek additional sanctions for the time spent seeking enforcement.

Pl.’s Reply, ECF No. 530.

2 While the remaining defendants have indicated a willingness to proceed with the

settlement, they have deferred to the OST Defendants in their respective opposition motions. See

CSG Defendants Opp’n to Mot. to Enforce, ECF No. 527 (“CSG Defendants have already agreed

to and do agree to the terms of the Global Settlement Agreement . . . but understand that the purpose

of the Agreement is to effectuate a global settlement of this lawsuit among all parties.”); Parekh

Defendants Opp’n to Mot. to Enforce, ECF No. 529 (“To be clear, Parekh has agreed to the terms

of the Global Settlement Agreement . . . but understands that his portion of the Global Settlement

Agreement is dependent on all of the other Defendants’ commitment to and execution of the

Agreement.”).

The OST Defendants subsequently moved for leave to file sur-reply on May 9, 2025,

attaching a declaration from the founder and Chairman of the Board of OST, Vijay Narula. See

Mot. for Leave, ECF No. 531; Decl. of Vijay Narula, ECF No. 531-1. Plaintiff opposed this

motion, ECF No. 532, and has since filed an unopposed motion for a status conference to discuss

possible discovery regarding the factual basis for the OST Defendants’ refusal to comply with the

terms of the settlement, ECF No. 536.

II. LEGAL STANDARDS

“By filing a motion to enforce a settlement agreement, a party seeks to have the court bind

the other party to an alleged agreement to settle claims.” Blackstone v. Brink, 63 F. Supp. 3d 68,

76 (D.D.C. 2014). “It is well established that federal district courts have the authority to enforce

settlement agreements entered into by the litigants in cases pending before them.” Ulliman Schutte

Constr., LLC v. Emerson Process Mgmt. Power & Water Solutions, No. 02-cv-1987, 2007 WL

1794105, at *3 (D.D.C. June 19, 2007).

“The moving party bears the burden of proving by clear and convincing evidence that the

parties reached a binding agreement.” Demissie v. Starbucks Corp. Off. & Headquarters, 118 F.

3 Supp. 3d 29, 34 (D.D.C. 2015). But when a party raises impracticability as a defense to

performance of a binding agreement, that party carries the burden of proof. See Island Dev. Corp.

v. D.C., 933 A.2d 340, 353 (D.C. 2007).

III. DISCUSSION

Plaintiff moves to enforce the settlement agreement and seeks sanctions for the delay that

the OST Defendants have caused. Before taking these issues in turn, the Court first addresses the

OST Defendants’ motion for leave to file a sur-reply.

A. Sur-Reply

“The decision to grant or deny leave to file a sur-reply is committed to the sound discretion

of the Court.” Clendenny v. the Architect of the Capitol, 236 F. Supp. 3d 11, 17 n.2 (D.D.C. 2017)

(cleaned up) (quoting Akers v. Beal Bank, 760 F. Supp. 2d 1, 3 (D.D.C. 2011)). Sur-replies may

be appropriate when “the movant raises arguments for the first time in his reply to the non-

movant’s opposition.” Imapizza, LLC v. At Pizza Ltd., No. 17-cv-2327, 2018 WL 6619852, at *1

(D.D.C. July 26, 2018) (quoting Ying Qing Lu v. Lezell, 45 F. Supp. 3d 86, 91 (D.D.C. 2014)).

But absent special circumstances, they are “are generally disfavored.” Paleteria La Michoacana,

Inc. v. Productos Lacteos Tocumbo S.A. De C.V., 247 F. Supp. 3d 76, 93 (D.D.C. 2017).

The OST Defendants argue that Plaintiff raised new facts in his reply to their opposition,

and that they should be able to contest those representations in a sur-reply. See Mot. for Leave,

ECF No. 531. Their proposed sur-reply takes the form of a declaration by one of the OST

Defendants, Vijay Narula, the founder and Chairman of the Board of OST, who counters factual

claims made in Plaintiff’s reply about the financial state of the company. See Decl. of Vijay

Narula, ECF No. 531-1. Plaintiff points out that the OST Defendants raised the factual issue of

OST’s financial instability—but then failed to provide any evidence in support of this assertion—

in their opposition. Opp’n to Mot. for Leave, ECF No. 532 at 8 (“Defendants failed to offer any

4 evidence whatsoever when their opposition was due to support their impracticability defense or

their alleged inability to pay under the agreed upon settlement agreement.”).

The Court agrees that it is not manifestly unfair to deny the OST Defendants an opportunity

to respond to Plaintiff’s assertions regarding OST’s financial position when the OST Defendants

forewent the opportunity to provide the Court with evidence of their asserted inability to pay in

their opposition. And in any case, because the sur-reply supplements only the factual basis of the

impracticability defense, considering it would not alter the Court’s analysis since the defense fails

as a matter of law, as discussed below.

B. Motion to Enforce the Settlement Agreement

The OST Defendants oppose enforcement on the grounds of the impracticability defense

without directly contesting contract formation. The Court nevertheless begins by assuring itself

that the parties came to a binding agreement before turning to the asserted defense.

1. Contract Formation

Settlement agreements are subject to general principles of contract law regarding their

formation and enforcement. Tsintolas Realty Co. v. Mendez, 984 A.2d 181, 188 (D.C. 2009). To

enforce a contract under District of Columbia law, the court must find that there was “(1) an

agreement to all material terms, and (2) intention of the parties to be bound.” Duffy v. Duffy, 881

A.2d 630, 634 (D.C. 2005) (quotation omitted).

Generally, a signed written agreement is not necessary for contract formation when there

is an objectively manifested intent to be bound. See Makins v. D.C., 277 F.3d 544, 547 (D.C. Cir.

2002) (“The [parties] agreed upon essential terms. That [one of the parties] refused to sign the

settlement papers is therefore not conclusive . . . .”). Moreover, communications between the

parties may reinforce their mutual intent to be bound. See, e.g., Dyer v. Bilaal, 983 A.2d 349,

5 357–59 (D.C. 2009) (concluding emails between the parties that communicated terms and mutual

agreement displayed intent to be bound).

Here, the parties represented their mutual agreement in principle to settle in advance of

trial, and then worked with DOJ to get its approval. Multiple rounds of edits took place within the

government, culminating with DOJ accepting defense counsel’s final edits on January 9, 2025.

See Exhibit 2 (Email Correspondences) at 7–8, ECF No. 526-1. On the January 10, 2025, the OST

Defendants thanked DOJ counsel for resolving all outstanding questions and stated that they “ha[d]

no objections.” Id. at 7.

The OST Defendants do not deny that the settlement agreement is a complete

representation of the agreed-upon terms. See Opp’n to Mot. to Enforce at 1, ECF No. 528 (stating

in their opposition that “the OST Defendants do not contest that they were fully prepared to execute

the agreement” when they initially circulated it to DOJ and the plaintiff in July 2024). Nor do they

argue that their signature is necessary to enforce the settlement agreement as a matter of contract

law. Rather than contesting formation, the OST Defendants oppose summary enforcement by

asserting an impracticability defense to performance of the settlement agreement. It is to this issue

that the Court now turns.

2. Impracticability Defense

DC law recognizes commercial impracticability as a defense to performance when there is

(1) the unexpected occurrence of an intervening act; (2) the risk of the unexpected occurrence was

not allocated by agreement or custom; and (3) the occurrence made performance impracticable.

See Transatlantic Financing Corp. v. United States, 363 F.2d 312, 315 (D.C. Cir. 1966). Here,

the OST Defendants’ argument fumbles at the second and third step.

6 A promisor’s misplaced reliance on third-party funding does not “convert financial

inability to perform into an objective impossibility” since the promisor is generally viewed as

having assumed the risk that its source of funding might run dry. See E. Cap. View Cmty. Dev.

Corp. v. Robinson (“E. Cap. View”), 941 A.2d 1036, 1041–42 (D.C. 2008). Put differently, the

impracticability defense under D.C. law rarely recognizes an inability-to-pay argument because

the “anticipation of funding from one source does not alter the party’s duty to perform.” Id. And

while it is true that a contractual duty may be discharged on the grounds of impracticability when

the letter of the law prohibits performance, see Wm. P. Lipscomb Co. v. Kaldenbach & Wysong,

187 A.2d 124, 125–26 (D.C. 1962), the OST Defendants do not cite authority suggesting that

performance becomes impracticable simply because a party loses the government as its primary

client.

Simply put, the unexpected loss of funding from the government does not excuse the OST

Defendants’ performance of the contract even if they were completely beholden to this single

source of revenue and this was known to both parties at the time of the agreement. See E. Cap.

View, 941 A.2d at 1041–42 (“[E]ven if the promisee knows that the promisor’s sole source of

funding comes from a third-party and that promisor can no longer obtain funds from the third-

party, the promisor is still obligated.” (quotation omitted)). Even the threat of “insolvency is

unlikely to excuse performance.” Id.

Although the government’s action may have dramatically reduced the OST Defendants’

revenue, the executive orders did not prohibit by law performance of the settlement agreement.

And since the OST Defendants cannot meet the third prong of the test for impracticability as a

7 matter of law, the Court need not consider the factual basis for their representations relating to

OST’s financial health. 1

C. Motion for Sanctions

Plaintiff asks the Court to grant him leave to seek fees and costs as a sanction against the

OST Defendants whose actions necessitated Plaintiffs’ enforcement motion. ECF No. 526 at 11.

A district court has the inherent authority to impose sanctions on a party to protect the Court’s

“institutional integrity and to guard against abuses of the judicial process” upon finding by clear

and convincing evidence that a party acted in bad faith. Shephard v. Am. Broad. Cos., 62 F.3d

1469, 1472 (D.C. Cir. 1995).

While the OST Defendants’ arguments against enforcement of the settlement fail, the Court

finds that their refusal to sign the agreement was not an act of bad faith. It is true that signing the

agreement is a mutual obligation of the parties, and the timeline contemplated in the agreement

uses the date of the final signatory as the triggering event for payments to the Plaintiff and the

government. Settlement Agreement at ¶ 26. But while the OST Defendants may have

misunderstood the merits of their impracticability defense, they made the argument in a timely

response to the motion to enforce, which Plaintiff filed after only a few weeks of delay. Unlike

the cases cited by Plaintiff, nothing in this record indicates the OST Defendants “used every trick

up [their] sleeve” to evade the settlement agreement, such as ignoring an adverse ruling requiring

them to sign the agreement or misrepresenting the situation to this Court. See, e.g., Farmer v.

Banco Popular of North America, 791 F.3d 1246, 1251–55, 1258 (10th Cir. 2015) (emphasis

omitted). The Court will therefore deny Plaintiffs’ request for sanctions.

1 The OST Defendants request, in the alternative to denying the Plaintiff’s motion to enforce, that the Court extend the execution of the agreement 180 days. See ECF No. 528 at 2. Since Plaintiff filed his motion to enforce the settlement agreement over a year ago, the Court denies this request. See ECF No. 526.