The opinion of the court was delivered by: ARLANDER KEYS, Magistrate Judge
MEMORANDUM OPINION AND ORDER
Currently before the Court is Defendant Starcon International,
Inc.'s ("Starcon") Motion to Enforce an Oral Settlement Agreement
against Plaintiff, James Dillard. Mr. Dillard filed suit against
Starcon, claiming that he was the victim of racial discrimination
and harassment, in violation of Title VII of the Civil Rights Act
and 42 U.S.C. § 1981 (West 2005). Following discovery, the
parties engaged in settlement negotiations. Starcon contends that
those discussions resulted in an enforceable oral agreement. For
the reasons set forth below, this Court grants Defendant's Motion
to Enforce the Oral Settlement Agreement. BACKGROUND FACTS
Mr. Dillard began working for Starcon on April 18, 1996, as a
mechanic. Mr. Dillard alleges that, during his seven year
employment with Starcon, he was subjected to harassment and
racial epithets. After he was terminated on August 15, 2003, Mr.
Dillard filed a Charge of Discrimination with both the Illinois
Department of Human Rights and the United States Equal Employment
Opportunity Commission ("EEOC"). The EEOC investigated the
Charge, and issued Mr. Dillard a Right to Sue letter in October
of 2003. Mr. Dillard filed suit against Starcon on December 30,
Discovery in the matter was scheduled to conclude on March 31,
2005. Between March 17, 2005 and March 20, 2005, the parties
engaged in oral settlement negotiations. At the conclusion of
these negotiations, both parties agreed that Mr. Dillard would
release Starcon from liability in exchange for a monetary payment
and Starcon's promise to reinstate his employment.
On March 17, 2005, Starcon's counsel initiated settlement
discussions with Mr. Dillard's attorney. (Pl.'s Mem. Opp. Pg. 3).
Starcon offered Mr. Dillard a $40,000 cash payment and
reinstatement of his employment as a "B Welder;" subject to him
passing the B Welder's test. (D.'s Mem. Pg.2). Counsel explained
that Mr. Dillard must respond to the offer by the close of business on Monday, March 21, 2005, in order for Starcon to save
on the costs of further depositions of Starcon witnesses, which
were scheduled for that week. On March 18, 2005, Mr. Dillard
responded with a counter offer, demanding that Starcon reinstate
him as a "C Welder," while allowing him two opportunities to pass
the "B Welder" test. Mr. Dillard also insisted that Starcon: (1)
pay for his training and retesting; (2) pay him $75,000 in
damages; and (3) reinstate him in the Chicagoland area.
Starcon agreed to pay for Mr. Dillard's training, provided that
he maintain a "B" average, and to provide Mr. Dillard with two
opportunities to take and pass the "B Welder" test. In addition,
Starcon would reinstate Mr. Dillard as an "A Mechanic," because
the "C Welder" position no longer existed, and would reinstate
him in the Chicagoland area, provided he remain flexible about
working in other locations as work demanded. But, Starcon agreed
to pay Mr. Dillard only $45,000 in cash.
Mr. Dillard's counsel concedes that she informed defense
counsel that Starcon's reemployment terms, including his
reinstatement as an "A Mechanic," earning $22.35 an
hour,*fn1 were acceptable. See Decl. Of Sallie Smylie. However, Mr. Dillard
rejected Starcon's $45,000 cash offer, and demanded $65,000
instead. Later the same day, Starcon upped its cash offer to
$50,000, and insisted that Mr. Dillard accept or reject its offer
by 10:00 pm an Sunday, March 20, 2005.
On March 20, 2005, Mr. Dillard rejected Starcon's offer of
$50,000, and countered at $65,000 firm. Starcon relented, finally
agreeing to Mr. Dillard's demand for a $65,000 cash payment.
Counsel for Starcon agreed to write the initial draft of the
agreement.(Pl.'s Mem. Opp. Pg. 4).
Written Drafts of the Settlement Agreement
On March 23, 2005, Starcon faxed the first draft of the
settlement agreement to Mr. Dillard. Starcon's draft included a
provision stating that Mr. Dillard would be an at-will employee
and, therefore, subject to termination by Starcon "for any or no
reason, without notice." (D's Mem., Exhibit #2, Pq #2, ¶ 7). Mr.
Dillard's counsel responded on March 25, 2005, calling Starcon's
draft "the most one-sided, overreaching agreements she had ever
seen, and that she could not advise Mr. Dillard to accept the
settlement as drafted." Pl.'s Opp. at p. 6. Mr. Dillard focused
on three areas of critical disagreement: 1) that the release,
nondisparagement, and confidentiality provisions be mutual, and not unilateral, provisions; 2) that Mr. Dillard could be
terminated only for "just cause";*fn2 and 3) that Mr.
Dillard could not agree to various provisions obligating him as
Mr. Dillard sent Starcon two different drafts of his response,
deleting, revising, and adding a number of provisions. First, Mr.
Dillard inserted a provision stating that, upon reinstatement of
his employment, he could be terminated for just cause only, and
he deleted Starcon's "at-will" provision.*fn4 (Pl's Mem.,
Exhibit D, Pg #4, ¶ 5).
Next, Mr. Dillard deleted a portion of provision 11, which
stated that, "In the event that Starcon's Releases are made a
party to, or otherwise involved in, any dispute regarding
Dillard's discharge of that responsibility, Dillard hereby agrees to indemnify, save and hold harmless Starcon's Releases from any
loss or liabilities resulting from his discharge of, or failure
to discharge." (Pl's Mem. Opp., Exhibit D, Pg 5, ¶ 11).
Finally, Mr. Dillard deleted a portion of the provision
regarding his cash payment. Specifically, Mr. Dillard deleted the
following language: "It is understood and agreed to by Dillard
that the Settlement Funds include both: all compensation that
Dillard claimed or claims that he was owed; and, an additional
amount of money in excess of $1.00 that is consideration for
execution of this Agreement. Dillard affirms that he is entitled
to no further relief than the amount specified herein, and that
he would not be entitled to receive the ...