United States District Court, N.D. Illinois, Eastern Division
MEMORANDUM OPINION AND ORDER
Z. LEE, UNITED STATES DISTRICT JUDGE.
LifeWorks Technology Group LLC (“LifeWorks”), has
brought this action for breach of fiduciary duty and breach
of contract against Defendant First Delta Group, Inc.
(“FDG”). FDG has filed a motion to enforce a
purported settlement agreement between the parties and also
has moved to dismiss LifeWorks's claims under Federal
Rule of Civil Procedure 12(b)(6). For the following reasons,
FDG's motion to enforce settlement  is denied, and
the motion to dismiss  is granted in part and denied in
FDG's Motion to Enforce Settlement
with this lawsuit against FDG, LifeWorks has pursued a
related case against Walgreen Co. (“Walgreens”),
17 C 3217 (N.D. Ill.) (“the Walgreens Matter”).
In January 2018, FDG's principal, Steve Winokur, met with
Lifeworks's principals, Eddie Mizrahi and Amin Adjmi, at
the 2018 Consumer Electronics Show (“CES”) in Las
Vegas, Nevada. See Def.'s Mot. Enforce
Settlement (“Mot. Enforce”) at 2-3, ECF No. 62;
Pl.'s Resp. Opp. Mot. Enforce Settlement (“Resp.
Opp. Mot. Enforce”) at 2, ECF No. 77. Winokur, Mizrahi,
and Adjmi discussed a settlement of both the Walgreens Matter
and this case. Resp. Opp. Mot. Enforce at 2; Mot. Enforce at
3. Winokur later emailed Mizrahi and Adjmi on January 30,
Will you please send me the email that Amin & I discussed
on 1/26 stating Lifeworks will dismiss the lawsuit against
First Delta Group with prejudice if my efforts help Lifeworks
& Walgreens settle their suit for somewhere between $600,
000 - $680, 000?
Mot. Enforce, Ex. 4 (“the Winokur Email”), ECF
confirmed he would “send it tomorrow no problem.”
Id. The next day, Mizrahi emailed Winokur, copying
Adjmi and stating:
It was nice seeing you at CES.
. . . .
LW is OK with you helping to resolve the law suit with
Walgreens and giving you permission to have your lawyer
discuss a settlement with Walgreens lawyer and collaborate
In the event there's an expeditious and mutually agreed
upon settlement LW will drop the lawsuit against First Delta
Id., Ex. 6 at 2 (“the Mizrahi Email”),
ECF No. 62-6.
responded by thanking Mizrahi and Adjmi. Id. at 1.
Mizrahi followed up, stating, “Hopefully we can bring
this to a resolve !!” Id. Winokur replied,
“You can count on me doing my best!” Id.
Walgreens Matter settled in October 2018 for $150, 000, and
LifeWorks's claims against Walgreens were dismissed with
prejudice. Mot. Enforce at 6; Resp. Opp. Mot. Enforce at 4;
Mizrahi Decl., Ex. 8, Settlement Agreement at 3, ECF No.
79-1. According to FDG, its prior communications with
LifeWorks constitute an agreement, which LifeWorks has
breached by not dismissing FDG from this lawsuit. Mot.
Enforce at 6-7.
district court has “the inherent or equitable power
summarily to enforce an agreement to settle a case pending
before it.” Wilson v. Wilson, 46 F.3d 660, 664
(7th Cir. 1995). In determining whether the parties reached
an enforceable settlement agreement, courts apply state
contract law. Dillard v. Starcon Int'l, Inc.,
483 F.3d 502, 506 (7th Cir. 2007). Under Illinois law (which
the parties agree governs here), an agreement is binding and
enforceable where there has been an offer, acceptance, and a
meeting of the minds as to all material terms. Seko
Worldwide, LLC v. Four Soft Ltd., 503 F.Supp.2d 1059,
1060-61 (N.D. Ill. 2007) (discussing Illinois law).
“Illinois follows the objective theory of intent
whereby the written records of the parties'
actions--rather than their subjective mental processes--drive
the inquiry.” Beverly v. Abbott Labs., 817
F.3d 328, 333 (7th Cir. 2016). But the agreement must be
sufficiently definite with respect to all material terms.
Seko Worldwide, LLC, 503 F.Supp.2d at 1061. Material
terms are sufficiently definite when they enable a court to
ascertain that to which the parties agreed. Beverly,
817 F.3d at 333.