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Lifeworks Technology Group LLC v. First Delta Group, Inc.

United States District Court, N.D. Illinois, Eastern Division

September 12, 2019

LIFEWORKS TECHNOLOGY GROUP LLC, Plaintiff,
v.
FIRST DELTA GROUP, INC., Defendant.

          MEMORANDUM OPINION AND ORDER

          JOHN Z. LEE, UNITED STATES DISTRICT JUDGE.

         Plaintiff 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 [62] is denied, and the motion to dismiss [52] is granted in part and denied in part.

         I. FDG's Motion to Enforce Settlement

         A. Background

         Concurrent 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, 2018, stating:

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 No. 62-4.

         Adjmi 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 together.
In the event there's an expeditious and mutually agreed upon settlement LW will drop the lawsuit against First Delta Group.

Id., Ex. 6 at 2 (“the Mizrahi Email”), ECF No. 62-6.

         Winokur 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.

         The 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.

         B. Legal Standard

         A 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).

         Furthermore, “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.

         C. ...


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