Collins v. Thompson
| Citation | 679 F.2d 168 |
| Decision Date | 08 June 1982 |
| Docket Number | No. 81-3555,81-3555 |
| Parties | Bishop COLLINS, et al., Plaintiffs-Appellees, v. Gerald THOMPSON, et al., Defendants-Appellants. |
| Court | United States Courts of Appeals. United States Court of Appeals (9th Circuit) |
Michael Madden, Asst. Atty. Gen., Olympia, Wash., for defendants-appellants.
Robert Adelman, Seattle, Wash., argued, for plaintiffs-appellees; John Midgley, Seattle, Wash., on brief.
Appeal from the United States District Court for the Western District of Washington.
Before HUG, SKOPIL, and FLETCHER, Circuit Judges.
The state appeals from the district court's order approving a consent decree regarding the reduction of inmate population at Washington State Reformatory. We affirm.
The original complaint was filed in early 1978 by prisoners at the Washington State Reformatory ("the Reformatory"), as a class action on behalf of all present and future Reformatory inmates, alleging that the conditions of their confinement were unconstitutional. After discovery had been completed, a trial date was set for January 15, 1981. On January 13, 1981 the parties gave notice of a proposed settlement, and the trial date was stricken. On January 19, 1981 a proposed consent decree was submitted by the state for provisional approval, and an order providing for notice of the settlement to the class and allowing objections was issued. The proposed consent decree provided for eventual reduction of the Reformatory's population to the single cell capacity of 656. On February 6, 1981 the state discovered an error in the consent decree. The typed body of the consent decree listed the following dates for reduction of the Reformatory's population:
Date Population
---- ----------
March 1, 1981 865
July 1, 1981 850
October 1, 1981 790
December 1, 1981 735
July 1, 1983 656
However, the state's adult corrections master plan, which was attached to and incorporated by reference into the Decree, provided that the Reformatory's population reduction to 865 would be accomplished by April 1, 1981, rather than March 1, 1981. On February 13, 1981 the state submitted a revised consent decree listing April 1, 1981 as the date for reduction to 865. On February 26, 1981 the prisoners moved for approval of the consent decree with the March 1, 1981 date intact, or in the alternative for issuance of an amended notice to class reflecting the modification to the April 1 date. The state moved for modification of the decree to incorporate the April 1 date.
On March 4, the magistrate denied both the state's and the prisoners' motions, finding there had been no meeting of the minds with respect to a key term of the agreement and that therefore no contract had been formed. The prisoners appealed the magistrate's decision to the district court, which upheld the magistrate's order. The prisoners' motion for permission to take an interlocutory appeal pursuant to 28 U.S.C. § 1292(b) was also denied.
On May 15, 1981 the prisoners filed a Notice of Acceptance of Offer of Settlement stating that they accepted the offer of settlement embodied in the proposed decree submitted by the state on February 13, 1981. This form of the decree changed the March 1st date to April 1st. The prisoners also filed a motion for preliminary approval of the consent decree.
On June 12, 1981 the magistrate issued an order granting preliminary approval of the consent decree. The magistrate held that the state's submission of the proposed consent decree on February 13, 1981 (which utilized the April 1 target date) was a valid offer, that the prisoners' attempt to settle the date as March 1 was not a rejection of this offer, and that the state did not revoke the offer prior to acceptance. On August 17, 1981 the district court approved and adopted the magistrate's recommendation. The state filed a timely notice of appeal. On the state's motion, the district court stayed the decree pending appeal insofar as it requires reduction of the Reformatory's population below 850.
The issue on appeal is whether the district court was clearly erroneous in finding (a) that the proposed consent decree of February 13, 1981 was an offer; (b) that the prisoners did not reject the offer; and (c) that the state did not revoke its offer prior to acceptance.
Determinations of contract matters regarding offer, rejection, and revocation utilizing the objective standard are factual. See, e.g., Lundgren v. Freeman, 307 F.2d 104 (9th Cir. 1962) (mutual mistake); Barnes v. Treece, 15 Wash.App. 437, 440, 549 P.2d 1152 (1976) (offer). Factual determinations must be upheld on appeal unless clearly erroneous. United States v. United States Gypsum Co., 333 U.S. 364, 394-95, 68 S.Ct. 525, 541-42, 92 L.Ed. 746 (1948); Fed.R.Civ.P. 52(a). The state argues, however, that factual determinations made by the district court when there are no disputed underlying facts and the district court considers only documentary evidence are to be reviewed de novo, citing Stevenot v. Norberg, 210 F.2d 615 (9th Cir. 1954).
The rule in this circuit is that we apply the clearly erroneous standard in reviewing factual determinations by the district court, even if those determinations are based on undisputed facts and based on written evidence. Maxwell v. Sumner, 673 F.2d 1031 (9th Cir. 1982); In re Beverly Hills Bancorp, 649 F.2d 1329 (9th Cir. 1981); International Association of Machinists and Aerospace Workers v. San Diego Marine Const. Corp., 620 F.2d 736 (9th Cir. 1980); Lundgren v. Freeman, supra. Following the Supreme Court's decision in Commissioner v. Duberstein, 363 U.S. 278, 289, 80 S.Ct. 1190, 1198, 4 L.Ed.2d 1218 (1960), we stated in Lundgren that determinations based on the "factfinding tribunal's experience with the mainsprings of human conduct" were factual and thus reviewed under the clearly erroneous standard. The determinations in this case, though based on written evidence and undisputed facts, are factual determinations and must be upheld on appeal unless clearly erroneous.
At the outset, we emphasize that this case on appeal involves only whether there is an enforceable consent decree. We express no view on the eighth amendment questions raised in the original complaint.
General contract principles apply to questions of interpretation of consent decrees. United States v. ITT Continental Baking Co., 420 U.S. 223, 236-37, 95 S.Ct. 926, 934-35, 43 L.Ed.2d 148 (1975); United States v. Armour & Co., 402 U.S. 673, 681-82, 91 S.Ct. 1752, 1757-58, 29 L.Ed.2d 256 (1971); United States v. Northern Colorado Water Conservancy Dist., 608 F.2d 422, 430 (10th Cir. 1979); Robinson v. Vollert, 602 F.2d 87, 92 (10th Cir. 1979); New York State Ass'n for Retarded Children, Inc. v. Carey, 596 F.2d 27 (2d Cir.), cert. denied, 444 U.S. 836, 100 S.Ct. 70, 62 L.Ed.2d 46 (1979). Questions regarding formation of consent decrees likewise are to be resolved by general contract principles. A consent decree is essentially an agreement of the parties to resolve their dispute, and the facets of agreement are analyzed by applying contract principles.
The law of the situs state, in this case Washington, should be applied. See Irving Trust Co. v. Day, 314 U.S. 556, 561, 62 S.Ct. 398, 401, 86 L.Ed. 452 (1942). Under Washington law, the objective test is applied in determining issues of contract formation. See Plumbing Shop, Inc. v. Pitts, 67 Wash.2d 514, 517, 408 P.2d 382 (1965); Wax v. Northwest Seed Co., 189 Wash. 212, 218, 64 P.2d 513 (1937); Alexander & Alexander, Inc. v. Wohlman, 19 Wash.App. 670, 680, 578 P.2d 530 (1978); Barnes v. Treece, 15 Wash.App. 437, 440, 549 P.2d 1152 (1976).
The state argues that the proposed consent decree dated February 13th was not an offer. However, the state never raised this argument below. In fact, in the only memorandum in opposition to the motion for the order granting preliminary approval of the consent decree, the state called the February 13, 1981 consent decree an "offer".
Issues not presented to the trial court should not be considered on appeal, Inman-Poulsen Lumber Co. v. Internal Revenue Service, 219 F.2d 159 (9th Cir. 1955), unless injustice might otherwise result, Roberts v. Hollandsworth, 582 F.2d 496 (9th Cir. 1978), or where the issue involves only questions of law. Telco Leasing, Inc. v. Transwestern Title Co., 630 F.2d 691, 693 (9th Cir. 1980). Whether the proposed decree is an offer is a question of fact. None of the exceptions to the rule apply, and this point cannot be raised on appeal.
The state argues that the prisoners' actions in strenuously pursuing the enforcement of the proposed consent decree with the March 1, 1981 date constituted a rejection of the February 13, 1981 offer.
1 Corbin, Contracts § 92. The Restatement also agrees with the above contract principle:
"A manifestation of intention not to accept an offer is a rejection unless the offeree manifests an intention to take it under further advisement."
Restatement (Second) of Contracts § 38 (1981) (emphasis added).
On February 26, 1981 the prisoners moved for either (1) approval of the consent decree with the March 1, 1981 date, or, in the alternative (2) a notice to the class to reflect the change in the decree to ...
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...is a condition subsequent to the contract and does not affect the legality of the proposed settlement agreement. Collins v. Thompson, 679 F.2d 168, 172 (9th Cir.1982). A district court is not a party to the settlement, nor may it modify the terms of a voluntary settlement agreement between ......
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...class actions, and shareholder derivative suits. United States v. Miami, 614 F.2d 1322, 1330 (5th Cir.1980). Cf. Collins v. Thompson, 679 F.2d 168, 172 (9th Cir.1982) (consent decrees binding even without judicial approval).12 Some district courts have asserted that a settlement agreement i......
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