Great Lakes Commc'n Corp. v. AT&T Corp., No. C 13–4117–MWB

CourtUnited States District Courts. 8th Circuit. Northern District of Iowa
Writing for the CourtMARK W. BENNETT, U.S. DISTRICT COURT JUDGE, NORTHERN DISTRICT OF IOWA
Citation124 F.Supp.3d 824
Parties Great Lakes Communication Corporation, Plaintiff, v. AT&T Corporation, Defendant.
Docket NumberNo. C 13–4117–MWB
Decision Date21 August 2015

124 F.Supp.3d 824

Great Lakes Communication Corporation, Plaintiff,
v.
AT&T Corporation, Defendant.

No. C 13–4117–MWB

United States District Court, N.D. Iowa, Western Division.

Signed August 21, 2015


124 F.Supp.3d 828

Anthony Lee Osborn, Jeana L. Goosmann, Marie H. Ruettgers, Goosmann Law Firm, Sioux City, IA, George David Carter, Jr., Joseph Paul Bowser, Innovista Law, PLLC, Ross Allen Buntrock, Arent Fox, LLP, Washington, DC, for Plaintiff.

Richard W. Lozier, Jr., Belin McCormick, P.C., Des Moines, IA, Benjamin Richard Brunner, Brian A. McAleenan, Sidley Austin, LLP, Chicago, IL, James Franklin Bendernagel, Jr., Michael Joseph Hunseder, Sidley Austin, LLP, Washington, DC, John C. Gray, Heidman Law Firm, LLP, Sioux City, IA, Letty S.D. Friesen, AT & T Services, Inc., Denver, CO, for Defendant.

MEMORANDUM OPINION AND ORDER REGARDING PLAINTIFF'S MOTION TO ENFORCE SETTLEMENT AGREEMENT

MARK W. BENNETT, U.S. DISTRICT COURT JUDGE, NORTHERN DISTRICT OF IOWA

TABLE OF CONTENTS

I. INTRODUCTION ... 829

A. Procedural Background ... 829

B. Findings Of Fact ... 830

II. LEGAL ANALYSIS ... 834

A. The Effect Of The Intervening Circumstance ... 834

1. Arguments of the parties ... 834

2. Analysis ... 835

B. Satisfaction Of The Mechanics Of Completing A Binding Agreement ... 837

1. Standards for contract formation ... 838

2. Requirement of a signed writing ... 839

a. Arguments of the parties ... 839

b. Analysis ... 840

3. Sufficiency of the offer ... 845

a. Arguments of the parties ... 845

b. Analysis ... 845

4. Counteroffer or inquiry ... 848
124 F.Supp.3d 829
a. Arguments of the parties ... 848

b. Analysis ... 849

III. CONCLUSION ... 851

I. INTRODUCTION

A. Procedural Background

As I have previously explained, this case is, primarily, a billing dispute between two telecommunications companies, plaintiff Great Lakes Communications Corporation (GLCC), a "competitive local exchange carrier" or CLEC, and AT & T Corporation (AT & T), an "interexchange carrier" or IXC. The billing dispute is over charges to AT & T by GLCC for routing telephone calls to GLCC's purported "end users," who are "Free Calling Parties" or FCPs, resulting from what AT & T contends is "access stimulation." After Judge Donald E. O'Brien, to whom the case was previously assigned, entered his Order On Motions For Summary Judgment (docket no. 149), on June 8, 2015, only two claims remain at issue. The first is GLCC's claim, in part of Count II of its Complaint, for payments under its revised tariff that were not covered by a previous settlement agreement. The second remaining claim is AT & T's claim, in Count IV of AT & T's Counterclaim, for a refund of payments mistakenly made under GLCC's revised tariff. In his Order On Motions For Summary Judgment, Judge O'Brien deferred AT & T's request for referral of this action to the Federal Communications Commission (FCC), on the basis of that agency's "primary jurisdiction" over pertinent issues, and set a deadline of June 18, 2015, for further briefing of that issue. He then transferred the case to me, prior to a jury trial set to begin on July 13, 2015.

The parties subsequently filed briefs on the referral issue, in which AT & T requested that I refer four questions to the FCC, see AT & T's June 16, 2015, Brief In Support Of Referral To FCC Under Primary Jurisdiction Doctrine (docket no. 154), and GLCC opposed referring any of AT & T's questions to the FCC, see GLCC's June 18, 2015, Brief In Opposition To Primary Jurisdiction Referral (docket no. 162). If I did refer any of AT & T's proposed questions, however, GLCC requested that I also refer two other questions. Id. Because I was aware that the parties were involved in trial preparations, on Friday, June 26, 2015, I directed one of my law clerks to e-mail counsel for the parties that I would be filing a ruling on the referral issue the following Monday, but, for clerical reasons, I could not do so that day. My law clerk's e-mail to the parties (Referral E–Mail), sent at 3:58 p.m. (CDT) that day, informed the parties of the issues that I was referring to the FCC, that I would be staying the case, and that I would be continuing the jury trial indefinitely. My Memorandum Opinion And Order Regarding Referral To The FCC Under The Primary Jurisdiction Doctrine (Referral Order) (docket no. 183) was, in fact, filed June 29, 2015. On June 29, 2015, I entered another Order (docket no. 184) denying all pending motions without prejudice to reassertion if this matter eventually proceeds to trial in this court.

Although I had not anticipated further proceedings in this court so soon, GLCC filed a Motion To Enforce Settlement Agreement (docket no. 188), on July 9, 2015, seeking enforcement of a settlement agreement that GLCC contends the parties entered into on June 26, 2015. By Order (docket no. 191), filed July 14, 2015, I set an evidentiary hearing on GLCC's Motion for August 14, 2015. On July 27, 2015, AT & T filed its Opposition To [GLCC's] Motion To Enforce Settlement Agreement (docket no. 194), and, on August 4, 2015, GLCC filed its Reply (docket no. 198).

At the evidentiary hearing on August 14, 2015, GLCC presented the testimony of

124 F.Supp.3d 830

two of its attorneys, Mr. Carter and Mr. Bowser, who had been involved in the settlement negotiations. AT & T presented the testimony of one of its attorneys, Mr. Hunseder, who had been involved in the settlement negotiations. The parties submitted joint exhibits, including declarations of Mr. Carter, Mr. Bowser, and Mr. Hunseder, and various settlement offers and e-mails that the parties had exchanged during their settlement negotiations prior to and shortly after the Referral E-mail.

At the conclusion of the evidentiary hearing, I invited the parties to submit letter briefs on the question of the effect of a recipient's subjective belief that he received a counteroffer and stated that I would permit the parties to submit letter briefs on the applicability of RESTATEMENT (SECOND) OF CONTRACTS § 27, cmt. a or cmt. b. On August 18, 2015, AT & T submitted a letter brief, by e-mail, on the question of whether the standard for determining whether GLCC made a counteroffer to AT & T is an objective or subjective one. That same day, GLCC submitted a letter brief, by both e-mail and filing, see docket no. 203, concerning both the question of whether the standard for determining whether an offer was made is objective or subjective and concerning whether this case falls under comment a or comment b of RESTATEMENT (SECOND) OF CONTRACTS § 27. In response to what AT & T considered GLCC's "supplemental brief," in the form of its letter brief, AT & T then submitted, by e-mail, another letter brief addressing three additional matters not addressed in its first letter brief.

Having reviewed the parties' submissions before and during the evidentiary hearing, and their letter briefs submitted after the evidentiary hearing, I now enter my ruling on GLCC's Motion To Enforce Settlement Agreement.

B. Findings Of Fact

GLCC and AT & T exchanged a series of settlement offers, both before and after the commencement of this litigation. Those settlement offers included written offers or counteroffers in 2014. See Joint Exhibits 3(a)-(h). After a hiatus, settlement discussions resumed in mid-June of 2015, after Judge O'Brien's Order On Motions For Summary Judgment. See Joint Exhibits 4, 5, and 8. At no time in the course of any of their negotiations, however, did any party "bid against itself"—that is, make consecutive offers without an intervening counteroffer from the other party. In a settlement offer dated May 8, 2014, see Joint Exhibit 3(c), GLCC first inserted the following language: "A settlement and release of claims will be contingent upon finalizing a formal written agreement executed by both parties." AT & T adopted identical language in its next offer, on May 19, 2014, see Joint Exhibit 3(d), and identical or nearly identical language appeared in every offer or counteroffer from both parties thereafter. See Joint Exhibits 3(e)-(h), 4, 5, and 8.

Focusing on the most recent round of settlement negotiations, I find that the parties' settlement negotiations resumed after Judge O'Brien's Order On Motions For Summary Judgment with AT & T's offer on June 18, 2015, see Joint Exhibit 4, and GLCC's counteroffer on June 19, 2015, see Joint Exhibit 5. In an e-mail from Mr. Hunseder, dated June 22, 2015, AT & T informed GLCC's attorneys that "AT & T believes the parties are making progress," and that "AT & T intends to make a counteroffer," but, for a number of reasons, that counteroffer would not be forthcoming until the following day. See Joint Exhibit 6.1

124 F.Supp.3d 831

On June 25, 2015, before AT & T made any further offer, Mr. Carter sent Mr. Hunseder and Mr. Bendernagel, another of AT & T's attorneys, an e-mail, identified as a Confidential Settlement...

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4 practice notes
  • Al Dente, LLC v. Consiglio, AC 38279
    • United States
    • Appellate Court of Connecticut
    • March 21, 2017
    ...or to constitute a counteroffer that bound the defendants thereto. See, e.g., Great Lakes Communication Corp . v. AT & T Corp ., 124 F.Supp.3d 824, 849 (N.D. Iowa 2015) ("a mere 'inquiry' about different or better terms does not necessarily amount to a counteroffer"); Hubble v. O'Connor , 2......
  • Peraica v. Vill. of McCook, Case No. 10 C 7040.
    • United States
    • United States District Courts. 7th Circuit. United States District Court (Northern District of Illinois)
    • August 28, 2015
    ...lawful campaign activity (as opposed to his unlawful sign destruction) was "at least a motivating factor" in the decision to arrest him.124 F.Supp.3d 824 But Peraica cannot clear even that low hurdle without running afoul of the findings of the Illinois courts. Once this Court disregards th......
  • Soc'y v. Leading Edge Pork LLC, No. 16-CV-4034-LRR
    • United States
    • United States District Courts. 8th Circuit. Northern District of Iowa
    • July 20, 2017
    ...terms of the contract,' and such assent 'usually is given through the offer and acceptance.'" Great Lakes Commc'n Corp. v. AT&T Corp., 124 F. Supp. 3d 824, 846 (N.D. Iowa 2015) (quoting Rick v. Sprague, 706 N.W.2d 717, 724 (Iowa 2005)); see also Gordon v. Witthauer, 138 N.W.2d 918, 921 (Iow......
  • Soc'y v. Leading Edge Pork LLC, No. 16-CV-4034-LRR
    • United States
    • United States District Courts. 8th Circuit. Northern District of Iowa
    • July 20, 2017
    ...terms of the contract,' and such assent 'usually is given through the offer and acceptance.'" Great Lakes Commc'n Corp. v. AT&T Corp., 124 F. Supp. 3d 824, 846 (N.D. Iowa 2015) (quoting Rick v. Sprague, 706 N.W.2d 717, 724 (Iowa 2005)); see also Gordon v. Witthauer, 138 N.W.2d 918, 921 (Iow......
4 cases
  • Al Dente, LLC v. Consiglio, AC 38279
    • United States
    • Appellate Court of Connecticut
    • March 21, 2017
    ...or to constitute a counteroffer that bound the defendants thereto. See, e.g., Great Lakes Communication Corp . v. AT & T Corp ., 124 F.Supp.3d 824, 849 (N.D. Iowa 2015) ("a mere 'inquiry' about different or better terms does not necessarily amount to a counteroffer"); Hubble v. O'Connor , 2......
  • Peraica v. Vill. of McCook, Case No. 10 C 7040.
    • United States
    • United States District Courts. 7th Circuit. United States District Court (Northern District of Illinois)
    • August 28, 2015
    ...lawful campaign activity (as opposed to his unlawful sign destruction) was "at least a motivating factor" in the decision to arrest him.124 F.Supp.3d 824 But Peraica cannot clear even that low hurdle without running afoul of the findings of the Illinois courts. Once this Court disregards th......
  • Soc'y v. Leading Edge Pork LLC, No. 16-CV-4034-LRR
    • United States
    • United States District Courts. 8th Circuit. Northern District of Iowa
    • July 20, 2017
    ...terms of the contract,' and such assent 'usually is given through the offer and acceptance.'" Great Lakes Commc'n Corp. v. AT&T Corp., 124 F. Supp. 3d 824, 846 (N.D. Iowa 2015) (quoting Rick v. Sprague, 706 N.W.2d 717, 724 (Iowa 2005)); see also Gordon v. Witthauer, 138 N.W.2d 918, 921 (Iow......
  • Soc'y v. Leading Edge Pork LLC, No. 16-CV-4034-LRR
    • United States
    • United States District Courts. 8th Circuit. Northern District of Iowa
    • July 20, 2017
    ...terms of the contract,' and such assent 'usually is given through the offer and acceptance.'" Great Lakes Commc'n Corp. v. AT&T Corp., 124 F. Supp. 3d 824, 846 (N.D. Iowa 2015) (quoting Rick v. Sprague, 706 N.W.2d 717, 724 (Iowa 2005)); see also Gordon v. Witthauer, 138 N.W.2d 918, 921 (Iow......

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