Beverly v. Abbott Labs.

• Decision Date: 16 March 2016
• Docket Number: No. 15–1098.,15–1098.
• Citation: 817 F.3d 328
• Parties: Martina BEVERLY, Plaintiff–Appellant, v. ABBOTT LABORATORIES, Defendant–Appellee.
• Court: U.S. Court of Appeals — Seventh Circuit

817 F.3d 328

Martina BEVERLY, Plaintiff–Appellant,

v.ABBOTT LABORATORIES, Defendant–Appellee.

No. 15–1098.

United States Court of Appeals, Seventh Circuit.

Argued Sept. 9, 2015.

Decided March 16, 2016.

Victor P. Henderson, Rebecca Rejeanne Kaiser, Henderson Adam, LLC, Chicago, IL, for Plaintiff–Appellant.

Jon E. Klinghoffer, Goldberg Kohn Ltd., Chicago, IL, for Defendant–Appellee.

Before EASTERBROOK, KANNE, and WILLIAMS, Circuit Judges.

WILLIAMS

, Circuit Judge.

Martina Beverly sued her former employer, Abbott Laboratories (Abbott), for employment discrimination and retaliation. During a private mediation, the parties signed a handwritten agreement stating that Beverly demanded $210,000 and mediation costs in exchange for dismissing the lawsuit. Abbott later accepted Beverly's demand and circulated a more formal settlement proposal. After Beverly refused to execute this draft proposal, Abbott moved to enforce the original handwritten agreement.

The district court found that the parties entered into a binding settlement agreement and granted Abbott's motion to enforce. Beverly appeals this decision, arguing that Abbott intended to be bound only by the terms of the typewritten proposal and that the handwritten agreement omits certain material terms.

However, we find that the handwritten agreement was valid and enforceable, since the agreement's material terms were clearly conveyed and consented to by both parties, and the existence and content of the draft proposal do not affect enforceability. Therefore, we affirm the district court's grant of Abbott's motion to enforce.

I. BACKGROUND

Beverly is a former Abbott employee whose employment was terminated on October 20, 2010. A year and a half later, she filed suit against Abbott. She alleged that during her employment with the company, Abbott had discriminated and retaliated against her on the basis of her German nationality in violation of Title VII of the Civil Rights Act, as well as on the basis of her disabilities in violation of the Americans with Disabilities Act. The district court denied Abbott's motion for summary judgment as to Beverly's national origin claims and certain of her disability claims, and the parties engaged in a private mediation.¹

A day before the mediation took place, Abbott's counsel sent Beverly's counsel a "template settlement agreement" in order to avoid "any surprises in the event that [the parties] are able to resolve the matter." This template included six typewritten pages and provided, among other things, that Beverly had twenty-one days to review the document and seven days to revoke her acceptance; that Beverly would release and waive any and all claims against Abbott and its affiliates; that Abbott would send two separate checks to Beverly and a third check to Beverly's attorneys for unspecified amounts; and that Abbott would pay all mediation costs.

The mediation session lasted approximately fourteen hours and both parties were represented by counsel the entire time. Near the end of the session, both parties and their counsel signed a handwritten agreement that stated:

I Jon Klinghoffer will commit that my client will communicate to its internal business client the fact that Abbott/AbbVie has offered $200,000 + Abbott/AbbVie pays cost of mediation to resolve this matter and that Martina Beverly has demanded $210,000 + Abbott/AbbVie pays cost of mediation to resolve this matter. Both parties committ [sic] that their offer and demand will remain open until Tuesday, July 22, 2014, 3:00 PM central.

On the following day, Abbott's counsel emailed Beverly's counsel and stated, "My client has accepted Martina Beverly's demand to resolve her claims in the above referenced matter for $210,000 plus the costs of yesterday's mediation. I have attached a draft settlement agreement for your review." This draft was largely identical to the template settlement agreement sent two days earlier, with three exceptions: (1) the replacement of "Abbott" with "AbbVie"² ; (2) the inclusion of the precise dollar amounts to be paid to Beverly ($23,000 for damages, $23,000 for backpay) and to her attorneys ($164,000); and (3) the exclusion of a provision preventing Beverly from disparaging Abbott or AbbVie.

Approximately five minutes after receiving the email from Abbott's counsel, Beverly's counsel responded via email and stated, "Oh happy days! Best $10,000 Abbott has ever spent. You are a gem." Several minutes later, Beverly's counsel forwarded the Abbott counsel's email and draft proposal to Beverly for review. Beverly ultimately declined to sign the proposal.

Abbott filed a motion to enforce the handwritten agreement. In the motion, Abbott argued that the agreement was enforceable because an offer, acceptance, and meeting of the minds had occurred, and that the parties' subsequent inability to execute the typewritten proposal was irrelevant. In response, Beverly argued that the handwritten agreement was merely a preliminary document that captured the parties' intention to execute a binding settlement agreement in the future. She also contended that the omission of multiple material terms from the handwritten agreement illustrated its non-binding nature.

The district court granted Abbott's motion, finding that the parties had entered into a binding settlement agreement that included all material terms—specifically, the dismissal of the case in exchange for $210,000 and mediation costs. Beverly appeals this decision.

II. ANALYSIS

On appeal, Beverly argues that the district court erred by granting Abbott's motion to enforce the handwritten settlement agreement. We disagree. We review the district court's decision to enforce the settlement agreement for abuse of discretion. Hakim v. Payco–Gen. Am. Credits, Inc., 272 F.3d 932, 935 (7th Cir.2001)

. However, the question of whether a settlement agreement exists is a question of law that we review de novo. Newkirk v. Village of Steger,

536 F.3d 771, 774 (7th Cir.2008).

A. Handwritten Agreement Enforceable

State contract law governs issues concerning the formation, construction, and enforcement of settlement agreements. Sims–Madison v. Inland Paperboard & Packaging, Inc., 379 F.3d 445, 448 (7th Cir.2004)

(citing Pohl v. United Airlines, Inc., 213 F.3d 336, 338 (7th Cir.2000) ). Both parties rely on Illinois law to support their arguments, so we too will look to that body of substantive law. Under Illinois law, the existence of a valid and enforceable contract is a question of law when the basic facts are not in dispute. Echo, Inc. v. Whitson Co., 121 F.3d 1099, 1102 (7th Cir.1997). A settlement agreement is enforceable if there was a meeting of the minds or mutual assent to all material terms. Abbott Labs. v. Alpha Therapeutic Corp., 164 F.3d 385, 387 (7th Cir.1999) (citing SBL Assoc. v. Village of Elk Grove, 247 Ill.App.3d 25, 186 Ill.Dec. 939, 617 N.E.2d 178, 182 (1993) ). Material terms are sufficiently definite and certain when they enable a court to ascertain what the parties agreed to do. K4 Enters., Inc. v. Grater, Inc., 394 Ill.App.3d 307, 333 Ill.Dec. 198, 914 N.E.2d 617, 624 (2009) (citing Midland Hotel Corp. v. Reuben H. Donnelley Corp., 118 Ill.2d 306, 113 Ill.Dec. 252, 515 N.E.2d 61, 65 (1987) ).

Illinois follows the objective theory of intent whereby the written records of the parties' actions—rather than their subjective mental processes—drive the inquiry. Newkirk, 536 F.3d at 774

; see also Int'l Minerals & Chem. Corp. v. Liberty Mut. Ins. Co., 168 Ill.App.3d 361, 119 Ill.Dec. 96, 522 N.E.2d 758, 764 (1988) ("The paramount objective is to give effect to the intent of the parties as expressed by the terms of the agreement.").

When a settlement agreement concerns federal claims in the employment discrimination context, we typically inquire whether the agreement was knowingly and voluntarily executed based on the totality of the circumstances. Dillard v. Starcon Int'l, Inc., 483 F.3d 502, 507 (7th Cir.2007)

. This inquiry is unnecessary here, however, since Beverly did not contend during the district court proceedings, and does not contend on appeal, that she executed the handwritten agreement involuntarily or unknowingly. See Milligan v. Bd. of Trs. of S. Ill. Univ., 686 F.3d 378, 386 (7th Cir.2012) ( "Milligan did not make that argument, either here or in the district court. His failure to do so forfeits the argument.").

We find that the district court correctly concluded that the handwritten agreement was enforceable because the agreement sufficiently defines the parties' intentions and obligations. The material terms in the agreement clearly provide that Beverly offered to "resolve this matter"—i.e., voluntarily dismiss her alienage and disability claims—if Abbott paid $210,000 and mediation costs. See Elustra v. Mineo, 595 F.3d 699, 709 (7th Cir.2010)

("We find that the material terms were definite and certain: defendants would pay $6,000 to the Elustras in exchange for their dismissal of the lawsuit."). It also states that Abbott had five days within which to accept Beverly's offer, which it did the following day. Both parties and their respective attorneys signed the agreement, further demonstrating their intent to be bound by the terms of the document. And the elated response of Beverly's counsel to Abbott's acceptance further underscores the parties' understanding that the handwritten agreement would settle Beverly's claims.

Beverly contends that the district court erred in relying on cases such as Elustra v. Mineo that involve oral agreements because the agreement at issue here was handwritten, not oral. But Beverly fails to cite a single case to support this contention, much less explain why the oral-versus-written distinction is relevant here. This failure amounts to forfeiture. See United States v. Berkowitz, 927 F.2d 1376, 1384 (7th Cir.1991)

(holding that "perfunctory and undeveloped arguments, and arguments that are unsupported by pertinent authority," are forfeited on appeal). Forfeiture aside,...