United States District Court, S.D. Illinois
REPORT AND RECOMMENDATION
Gilbert C. Sison United States Magistrate Judge.
before the Court is the Wexford defendants' motion to
enforce settlement agreement resulting from settlement
conference (Docs. 199 & 258).Tidwell filed his
responses/opposition to the motion (Docs. 216 & 253). The
Wexford defendants seek to enforce a settlement agreement
that the parties agreed to before then Magistrate Judge
Stephen C. Williams on July 6, 2018 (Doc. 179). The Court
held a hearing on this matter on March 27, 2019 (Doc. 248).
matter has been referred to United States Magistrate Judge
Gilbert C. Sison by United States District Staci M. Yandle
pursuant to 28 U.S.C. §§ 636(b)(1)(B) and (c),
Federal Rule of Civil Procedure 72(b) and Local Rule 72.1(a).
Based on the following, the undersigned recommends that the
District Court grant the motion to enforce the settlement
agreement as to Tidwell' claims against Wexford Health
Sources, Inc., Asselmeier, Trost, Strow and Newbold.
February 15, 2018, the parties attended a settlement
conference before Magistrate Judge Williams (Doc. 143).
Tidwell appeared via video from Lawrence Correctional Center
and was represented by appointed counsel Patrick Deaton.
Attorney Dennis Harms appeared for the Wexford Defendants.
The case did not settle. The parties initially reached an
agreement, but Tidwell backed out of the settlement while
Magistrate Judge Williams was attempting to make a record
confirming the terms of the parties' agreement. Tidwell
refused to agree that the resolution of the case included his
agreement to release and/or waive any other clams he has or
may have against any Wexford employees, or Wexford itself,
whether included in this matter or not.
6, 2018, the parties participated in another settlement
conference before Magistrate Judge Williams in which the case
settled (Doc. 179). The minutes of the settlement conference
state: “Plaintiff appears with counsel Patrick Deaton.
Wexford Defendants appear through corporate representative
Cheri Laurent and counsel Dennis Harms. Plaintiff settles
with Defendants Asselmeier, Trost, Newbold, Strow, and
Wexford. Plaintiff will file a motion for leave to amend
eliminating those defendants from the case as part of
settlement. Defendants Henderson and Walls remain.”
Id. Magistrate Judge Williams put the terms of the
settlement agreement on the record, including Tidwell's
agreement that he was releasing Wexford and its employees
from any and all claims he had against any person employed by
Wexford, or Wexford itself, whether such claim was part of
this matter or not, that had accrued through the date
Tidwell's executed a Release memorializing the terms of
the parties' agreement.
counsel for the Wexford Defendants sent Tidwell's counsel
a General Release of All claims memorializing the agreement
of the parties. Tidwell refused to sign the General Release
of All Claims and refuses to release/waive any other claims
he has or may have against any Wexford employees, or Wexford
itself, whether asserted in this case or not, through the
date of the execution of the Release.
December 7, 2018, Magistrate Judge Williams held a status
conference regarding the settlement with the Wexford
Defendants (Doc. 203). During this status conference, the
parties indicated that Tidwell expressed a desire to withdraw
from the settlement and that the Wexford Defendants intended
to file a motion to enforce settlement. That same day, the
Wexford Defendants filed the motion (Doc. 199) and Tidwell,
by and through counsel, filed an opposition (Doc. 216).
Subsequently, the Court granted Tidwell's motion for new
counsel and appointed attorney John S. Rendleman to represent
Plaintiff (Doc. 240). On March 27, 2019, the Court held a
hearing on the motion and directed additional briefing (Doc.
174). As the motion to enforce settlement is
ripe, the Court turns to address the merits of the motion.
a settlement contract is binding, even if directed toward a
purely federal claim, is an issue governed by the
law of the state in which the parties executed the contract.
See Lynch, Inc. v. SamataMason Inc.¸279 F.3d
487, 489 (7th Cir. 2002). Accordingly, the Court will apply
Illinois law to determine whether the parties entered into a
binding and enforceable contract during the settlement
settlement agreements are enforceable under Illinois law if
“there is clearly an offer and acceptance of the
compromise and a meeting of the minds as to the terms of the
agreement.” Wilson v. Wilson, 46 F.3d 660, 600
(7th Cir. 1994)(quoting Brewer v. National R.R. Passenger
Corp., 628 N.E.2d 331, 335 (Ill.App.Ct. 1993)). The
essential terms must be “definite and certain” so
that a court can ascertain the parties' agreement from
the stated terms and provisions. Quinlan v. Stouffe,
823 N.E.2d 597, 603 (Ill.App.Ct. 2005). The agreement must be
sufficiently definite with respect to all material terms.
Id. at 1061. Material terms are sufficiently
definite when they enable a court to ascertain the agreement
between the parties. See Beverly v. Abbott Labs.,
817 F.3d 328, 333 (7th Cir. 2016). “Illinois follows
the objective theory of intent whereby the written records of
the parties' actions-rather than their subjective mental
processes-drive the inquiry.” Id.
Judge Williams dictated the terms of the settlement agreement
on the record as he understood them and made sure the parties
agreed to those terms. Lynch, 279 F.3d at 490
(noting that “[t]his is the standard practice . . .
[i]t should be followed in all cases.”)(citations
omitted)). The following is taken in part from the settlement
conference wherein Magistrate Judge Williams set forth the
material terms of the parties' confidential settlement
agreement on the record:
will include a confidentiality provision and a release of all
claims in existence that could be asserted as of the date of
the Plaintiff's signing the release relating to any
claims against Wexford or any Wexford employees . . . . There
. . . will also be a release of liens provision and other
standard language . . . . Mr. Tidwell is that the settlement
as you understand it? Yes. Okay, if you could just get a
little closer to the microphone: Yes. And do you agree to it.
Yes . . . .” The memorialization of the settlement
agreement that defendants prepared shortly after the
settlement conference includes the material terms as
summarized by Magistrate Judge Williams on the record during
the settlement conference (Doc. 200). Therefore, the record
supports a finding that the essential terms of the oral
agreement were sufficiently “definite and
certain” so that the Court can ascertain the
parties' agreement. Quinlan, 823 N.E.2d at 603.
objective conduct of the parties also demonstrates that a
meeting of the minds occurred. The clearest manifestation of
the parties' assent to the terms of the agreement
occurred when Magistrate Judge Williams asked Plaintiff at
the settlement conference whether the terms discussed on the
record accurately reflected the settlement agreement and
Tidwell responded “yes” and that he agreed to the
settlement agreement. When prompted by Magistrate Judge
Williams, each person present, including Tidwell, his
attorney and defendants' counsel and defendants'
representative indicated ...