United States District Court, D. New Jersey
ALFRED J. PETIT-CLAIR, JR., and MATTHEW J. PETIT-CLAIR, Plaintiffs,
JOHN JAY HOFFMAN, Acting Attorney General for the State of New Jersey, MARC LARKINS, Acting Comptroller for the State of New Jersey, ROBERT A. ROMANO, Acting Treasurer for the State of New Jersey, and CITY OF PERTH AMBOY, Defendants.
WILLIAM J. MARTINI, U.S.D.J.
Alfred J. Petit-Clair, Jr. and Matthew J. Petit-Clair
(“Plaintiffs”) bring this action against the City
of Perth Amboy (“Defendant”), alleging violations
of the Americans with Disabilities Act (“ADA”),
42 U.S.C. § 126, et seq. This matter comes
before the Court on Defendants' motion to enforce
settlement. There was no oral argument. Fed.R.Civ.P. 78(b).
For the reasons set forth below, Defendants' motion to
enforce settlement is GRANTED.
November 12, 2014, Plaintiffs filed a complaint, alleging
multiple claims, including a violation of the ADA. Defendant
purportedly violated the ADA “by completing
construction of a municipally owned and operated Marina in
Perth Amboy without providing handicapped accessibility to
disabled boaters, and then by refusing to permit plaintiff .
. . to install a handicap lift at his own expense at the boat
slip rented by him so that his son might enjoy boating this
last summer.” See Compl. ¶ 1, ECF No. 1.
Plaintiffs filed multiple amended complaints, alleging claims
against various government officials, all of which this Court
dismissed except for the ADA claim. See Orders, ECF
Nos. 39, 79. The Court also denied Defendant's motion for
summary judgment. See Order, ECF No. 89.
parties subsequently entered into extensive settlement
discussions, including a telephone conference mediated by
Magistrate District Court Judge Mark Falk on November 3,
2016. Shortly thereafter, the parties reached a settlement
agreement that entailed “the placement of a handicap
lift on a portion of the dock no later than June, 2017, and
payment of $7, 500.00 counsel fees . . . .”
See Pls.' Letter 1, ECF No. 101. In January
2017, however, Plaintiffs alleged that they were the victims
of Defendant's bad faith because it had refused to pay
counsel fees to Plaintiff Petit-Clair, Jr. in two other
matters. See Pls.' Letters, ECF Nos. 103, 106.
Plaintiffs formally requested that the Court rescind the
agreement and proceed with litigation. See ECF No.
106 at 2.
part, Defendant informed the Court that it had taken
affirmative steps to execute the agreement, including the
preparation of a draft settlement release and consent order,
which Defendant forwarded to Plaintiffs for their review on
January 10, 2017. See Def.'s Letter, ECF No.
105. The city formally authorized the settlement for payment
on February 22, 2017. See Council Chambers Agenda 3,
ECF No. 109-1. Plaintiffs maintained their position that they
rescinded their offer of settlement prior to the city's
authorization and that the agreement was not binding.
See Pls.' Letter, ECF No. 109. Defendant
subsequently moved to enforce the settlement. See
Mot. for Settlement Enforcement (“Def.'s
Mot.”), ECF No. 110.
is well settled that a federal court has the inherent power
to enforce and to consider challenges to settlements entered
into in cases originally filed therein.” Fox v.
Consol. Rail Corp., 739 F.2d 929, 932 (3d Cir. 1984).
“The stakes in summary enforcement of a settlement
agreement and summary judgment on the merits of a claim are
roughly the same-both deprive the party of his right to be
heard in the litigation.” Tiernan v. Devoe,
923 F.2d 1024, 1031 (3d Cir. 1991). For this reason, the
Third Circuit applies a summary judgment standard of review
to settlement enforcement. See id. at 1032. A court,
therefore, must treat the non-moving party's assertions
as true and will enforce a settlement only if the moving
party is entitled to enforcement as a matter of law. See
law governs the viability of settlement agreements. See
Id. at 1032-33. “A settlement agreement between
parties to a lawsuit is a contract.” Nolan by Nolan
v. Lee Ho, 577 A.2d 143, 146 (N.J. 1990). In New Jersey,
there is a strong public policy in favor of settlement
agreements. See id. “Consequently, [New
Jersey] courts have refused to vacate final settlements
absent compelling circumstances.” Id. The
party seeking to enforce a settlement bears the burden of
proving the existence of the agreement in the first instance.
United States v. Lightman, 988 F.Supp. 448, 458
(D.N.J. 1997) (citation omitted). “In general,
settlement agreements will be honored absent demonstration of
fraud or other compelling circumstances.” See Nolan
by Nolan, 577 A.2d at 146 (quotation and citations
omitted). “Before vacating a settlement agreement, [New
Jersey] courts require ‘clear and convincing proof'
that the agreement should be vacated.” Id.
(citing DeCaro v. DeCaro, 97 A.2d 658 (N.J. 1953)).
contract is formed where there is offer and acceptance and
terms sufficiently definite that the performance to be
rendered by each party can be ascertained with reasonable
certainty.” Lightman, 988 F.Supp. at 458
(citing Weichert Co. Realtors v. Ryan, 608 A.2d 280
(N.J. 1992)). “That contract is enforceable if the
parties agree on essential terms, and manifest an intention
to be bound by those terms.” Id. The parties
do not dispute that they verbally reached a settlement
agreement in November 2016. See Pls.' Br. in
Opp'n (“Pls.' Opp'n”) 8, ECF No. 111
(“Although the initial settlement was verbal . . .
.”); Certification of Counsel in Supp. of Def.'s
Mot. to Enforce Settlement (“Def.'s Cert.”)
¶¶ 9-11. Plaintiffs' letter from that same
period reflects that the essential terms of the agreement
were the construction of a boatlift by June 2017 and payment
of $7, 500 in counsel fees. See ECF No. 101. The
letter clearly expresses an intention to be bound by the
terms stated therein. The offer was accepted and the parties
formed a legally binding contract through their verbal
expressions and Plaintiffs' subsequent written
confirmation. See Pascarella v. Bruck, 462 A.2d 186,
191 ( N.J.Super.Ct.App.Div. 1983), cert. denied, 468
A.2d 233 (N.J. 1983) (“parties may orally, by informal
memorandum, or by both agree upon the essential terms of a
contract and effectively bind themselves thereon”)
(quoting Comerata v. Chaumount, Inc., 145 A.2d 471 (
argue that they rescinded their offer to settle before
Defendant perfected its acceptance by adopting a resolution
that approved the agreement. See Pls.' Opp'n
at 4- 7. Plaintiffs correctly state that a municipal
government “can ordinarily act only by adoption of an
ordinance or resolution at a public meeting, ” which
includes “giving consent to the settlement of
litigation.” See City of Jersey City v. Roosevelt
Stadium Marina, Inc., 509 A.2d 808, 815 (
N.J.Super.Ct.App.Div. 1986). Defendant argues, however, that
its passage of a resolution was an implied condition
precedent of the settlement agreement. See Reply Br.
in Further Supp. of Def.'s Mot. (“Def.'s
Reply”) 6-7, ECF No. 112.
Jersey, “under general contract law terms may be
implied in a contract . . . because they are necessarily
involved in the contractual relationship so that the parties
must have intended them and have only failed to specifically
express them because of sheer inadvertence or because the
term was too obvious to need expression.” Palisades
Props., Inc. v. Brunetti, 207 A.2d 522, 531 (N.J. 1965).
“Implied conditions precedent . . . are applied only
where ‘the state of the thing or things which has been
destroyed constituted such an essential and requisite element
of the agreement that its destruction or cessation demolishes
the attainment of the vital and fundamental purpose of the
contracting parties . . . .'” See Nye v.
Ingersoll Rand Co., 783 F.Supp.2d 751, 766-67 (D.N.J.
2011) (quoting Edwards v. Leopoldi, 89 A.2d 264 (
letter demonstrates their familiarity with the resolution
process that Defendant undertakes in approving payments of
fees and settlements. See ECF No. 101 (describing
how Defendant typically approves payment to Plaintiff through
the adoption of a “Council Resolution”).
Plaintiffs undoubtedly understood this requirement when the
parties reached an agreement. The Court, therefore, finds
that Defendant's passage of a resolution approving
settlement was an implied condition precedent of the
settlement agreement. Consequently, Plaintiffs were bound to
the terms ...