United States District Court, D. New Jersey
MCNULTY, United States District Judge
Hackensack University Medical Center ("HUMC") seeks
to enforce a settlement of this lawsuit against Yinglian
Xiao, a/k/a Julia Xiao. HUMC seeks a declaration that the
matter is settled on the terms stated in a signed term sheet.
Ms. Xiao claims that the parties did not reach an enforceable
settlement agreement and seeks to vacate the settlement.
Yinglian Xiao ("Ms. Xiao") worked for HUMC. (Def.
Br. 3; Pl. Br. 2). She claims that in the beginning of March
2017, she reported unlawful activities of Frank Pipas, the
Vice President of HUMC for Finance, to Robert Glenning, the
HUMC Chief Financial Officer. (Def. Br. 3). The
"circumstances quickly deteriorated" and she
reported Frank Pipas's conduct to Robert Glenning again.
(Def. Br. 3). Ms. Xiao alleges that, after her
whistleblowing, the work computer assigned to her was
monitored and audited without her knowledge. (Def. Br. 3).
She was then allegedly "threatened and forced ... off
duty." (Def. Br. 3). Ms. Xiao allegedly lost her
compensation and benefits from HUMC. (Def. Br. 3).
alleges that Ms. Xiao "had transferred files from
HUMC's system to herself by copying documents to a
removable USB drive." (Pl. Br. 2). These files allegedly
included thousands of rows of data-social security numbers,
names, employment status, birth date, sex, hire date, and
salary information- for active employees and retirees of
HUMC. (Pl. Br. 2). HUMC claims that they initially demanded
that Ms. Xiao return the documents. (Pl. Br. 2). When she
refused, HUMC instituted this action. HUMC's complaint
alleges breach of contract and conversion, as well as
violations of federal and state statutes relating to the
unauthorized taking of data from HUMC's computers. (Pl.
Br. 2). HUMC sought a temporary restraining order
("TRO") and preliminary injunction to prevent Ms.
Xiao from using the documents and to compel her to return the
documents. (Pl. Br. 2). Ms. Xiao denies that she copied
documents. (Def. Br. 3-4). She claims that HUMC falsely
accused her in retaliation for her whistleblowing activities.
(Def. Br. 3-4).
April 25, 2017, the court entered an order to show cause with
a TRO, barring Ms. Xiao from using any wrongfully taken
documents. (Pl. Br. 3). On May 4, 2017, counsel and the court
agreed that the TRO should remain in place while the parties
discussed an amicable solution. (Pl. Br. 3).
19, 2017, the parties submitted a consent order and final
judgment to the court. (Def. Br. 5-6; Pl. Br. 3-4; ECF No.
12). The court entered the order and judgment, which (1)
permanently restrained and enjoined Ms. Xiao from
transferring, disseminating, erasing, destroying, altering,
or otherwise making use of the Documents; (2) ordered Ms.
Xiao to return any copies of Documents to HUMC; and (3)
ordered Ms. Xiao to furnish HUMC with a sworn affidavit that
she is not in possession of any Documents and has not
transferred, disseminated, or made use of the Documents. (ECF
No. 13). The court retained jurisdiction over the matter for
purposes of "construction, modification, and enforcement
of this Consent Order, including the terms of the
parties' settlement agreement." (ECF No. 13).
June 19, 2017, HUMC and Ms. Xiao's then-counsel executed
a "Term Sheet." (Def. Br. 7; PI. Br. 3-4). Ms. Xiao
now denies that this term sheet constituted a settlement
agreement, stating that the parties merely agreed to continue
to negotiate a settlement agreement. (Def. Br. 7; PI. Br.
3-4). The term sheet, which covers three pages, states the
SHEET FOR SETTLEMENT AGREEMENT
1. The term "Documents" shall include all documents
listed in the DLP report attached as Exhibit 1 to the
Declaration of Thomas Flynn [ECF No. 1-2], as well as any
confidential documents or data (including in hard copy or
electronic form) originating from HUMC's computer
systems, including, but not limited to any documents
containing trade secrets; proprietary or sensitive commercial
information; or documents containing personal information
about employees, such as, by way of example, social security
numbers, addresses, or any other personal identifying
information and shall further include all data or information
contained in the documents listed in the DLP report or other
2. References to "Ms. Xiao" shall include her, as
well as any agents, employees, or representatives acting on
3. References to "Device" shall include any USB
drive, flash drive, or any other type of external data
storage device in whatever form.
4. The Parties have agreed to a consent order permanently
restraining and enjoining Ms. Xiao from transferring,
disseminating, erasing, destroying, altering, or otherwise
making use of the Documents.
5. Ms. Xiao shall return any and all copies of the Documents
in her possession, including any Devices containing the
Documents or any copies of the Documents, within three (3)
days of the date of the Court's entry of the Consent
6. Ms. Xiao agrees to furnish to HUMC an affidavit stating
that (a) she is not in possession of any of the Documents;
(b) she has not, to date, transferred, disseminated, or
otherwise made use of any of the Documents; and (c) she has
not copied or otherwise transferred any Device containing the
Documents or any portion thereof. This statement will be
furnished to HUMC within five (5) days of the Court's
entry of the Consent Order.
7. Ms. Xiao's employment at HUMC will be terminated
effective as of the effective Date of the Settlement
8. The Agreement will contain a mutual non-disparagement
clause (including Pippas and Coleman).
9. HUMC shall provide Ms. Xiao with a neutral reference that
includes only dates of employment and job title. HUMC shall
cause its Human Resources, Job references, and employment
verification systems to identify that Ms. Xiao resigned her
employment as of the effective Date of the Settlement
10. The parties will mutually release each other from any and
all claims arising before the date of the execution of the
final settlement agreement, including those asserted in the
Litigation and any potential employment claims alleged by Ms.
11. If Ms. Xiao is found to be in possession of any of the
Documents or a Device containing any of the Documents, to
have misrepresented any statement in her sworn statement, or
if she violates the Consent Order or otherwise breaches the
settlement agreement, HUMC shall be entitled to liquidated
damages in the amount of $20, 000, plus attorneys' fees
and costs of suit, as well as any penalties or damages
ordered by the Court upon a finding of contempt.
12. The Consent Order shall be otherwise enforceable before
the final execution of any ...