Jackson v. Gen. Elec. Aviation
| Decision Date | 09 February 2021 |
| Docket Number | Case No. 1:19-cv-629 |
| Citation | 518 F.Supp.3d 1104 |
| Court | U.S. District Court — Southern District of Ohio |
| Parties | Monica F. JACKSON, Plaintiff, v. GENERAL ELECTRIC AVIATION, Defendant. |
Sean L. Walton, Jr., Walton Brown, LLP, Columbus, OH, Carla D. Aikens, Pro Hac Vice, Detroit, MI, Robert Alan Steinberg, Robert Steinberg Co., LPA, Terrence Lee Goodman, Law Office of Terrence L. Goodman, LLC, Cincinnati, OH, for Plaintiff.
Kasey L. Bond, Melanie Cheek, Keating Muething & Klekamp PLL, Cincinnati, OH, for Defendant.
This case is in a unique procedural posture. The defendant, General Electric ("GE"), claims this matter settled at the end of a mediation that occurred in January 2020. In July 2020, GE filed a motion (Doc. 29) seeking to enforce what it considers to be a binding settlement agreement. The plaintiff, Monica Jackson, claims that is not the case. After initial briefing on GE's motion, the Court held an in-camera virtual evidentiary hearing on October 29, 2020, and received supplemental briefing from the parties in December 2020.1 For the reasons set forth below, the Court finds that the parties did arrive at an oral settlement agreement at the mediation, but that this agreement took the form of an option contract that expressly provided Jackson up to twenty-one days to decide whether to accept the actual settlement agreement. Jackson's subsequent actions show that she did not exercise that option. Accordingly, the Court holds there is currently no binding settlement, and thus DENIES GE's motion.
The Court further notes, however, that it entered an Order on January 27, 2020, after the Magistrate Judge reported the parties had settled the matter at mediation, in which it dismissed this action with prejudice, but provided any party forty-five days leave to move to reopen for good cause. No party objected to that Order. And the specified time expired on March 12, 2020, with no party requesting that the matter be reopened. Thus, the matter remains closed on the Court's docket.2
On July 30, 2019, Jackson, who was then a senior manager at GE, sued her employer. (Doc. 1). In her Complaint, she alleged that GE engaged in racial discrimination when it failed to promote her to "Executive Band level," even though it promoted "similarly situated Caucasian employees to that level." (Id. , #1). Based on this alleged mistreatment, Jackson asserted a claim under 42 U.S.C. §§ 2000e et seq. and 42 U.S.C. § 1981. (Id. , #15–16). She also asserted a separate count for breach of contract, alleging that her original offer letter from GE was a contract that she had accepted, and that GE's conduct toward her, including its failure to promote her to Executive Band, violated the duty of good faith and fair dealing inherent in that contract. (Id. , #16). She sought equitable relief, as well as compensatory damages, punitive damages, and attorneys’ fees. (Id. , #17–18).
About three months into the case, and about a week after the parties filed their joint report under Fed. R. Civ. P. 26(f), the Judge then assigned to the matter referred the case to a Magistrate Judge to schedule a settlement conference. After that Magistrate Judge recused, the matter was referred to Magistrate Judge Bowman, who set the matter for a mediation on January 23, 2020. After the mediation was scheduled, but before it occurred, the matter was transferred to the undersigned Judge.
On the appointed date, the parties engaged in a full day of mediation that culminated in what appeared to be a settlement. The parties were not able to prepare definitive documents that day, though, as some minor terms and specific language remained in need of additional discussion. To avoid any confusion, the parties put the material terms of the settlement on the record before the Magistrate Judge.
The transcript shows that the Magistrate Judge began by noting that the parties had started from "[a] draft settlement agreement [that] was prepared by [counsel for GE] and circulated to plaintiff's counsel." (Settlement Hr'g Tr., Doc. 18, #192). "That agreement," she stated, "will be the basis ... moving forward for the agreement, with a couple minor modifications and additions." (Id. ).
This Court refers to that draft agreement in this Opinion as the "Template Agreement." While many of the terms are confidential, the Court need not disclose the substance of those terms here. Suffice it to say that, as with most settlement agreements, the Template Agreement addressed and identified the claims that Jackson was releasing, as well as the consideration that she would receive from GE in exchange for that release. The Template Agreement also contains, however, a provision that features prominently in the Court's discussion below. That provision expressly states that the agreement would not become binding until Jackson had a further opportunity to review it. Specifically, in Paragraph 4(e) of the Template Agreement, she "acknowledges and agrees" that GE "has given her at least twenty-one (21) days to consider her decision to enter this Agreement," and that she "has the right to revoke this Agreement at any time within seven (7) days after she signs it." The Template Agreement also included a choice of law provision specifying Ohio law.
After referencing the Template Agreement as the starting point, the Magistrate Judge then specifically identified the "minor modification and additions" to that agreement to which the parties had also consented. These included, for example, the specifics of terms relating to things such as non-disparagement, confidentiality, the use of alternative dispute resolution for disputes arising under the agreement, terms relating to the specifics of Jackson's resignation, and how the settlement payment to her would be characterized. (Settlement Hr'g Tr., Doc. 18, #192–194). After the Magistrate Judge described these modifications, counsel for GE then offered some further clarifications on the record regarding those additional terms.
After the Magistrate Judge had spelled out all of the "minor modifications and additions," and after GE had offered its clarifications on the record, the Magistrate Judge then inquired of plaintiff's counsel whether the record correctly reflected the parties’ agreement:
(Id. , #194). She then posed the same question to GE's counsel:
(Id. , #194–95). She also directed the same question to the parties themselves, starting with Jackson:
(Id. , #195). And finally, she inquired of GE:
(Id. ).
With all of the material terms, and everyone's agreement, expressly stated on the record, the Magistrate Judge concluded the mediation. She then put a Minute Entry on the docket stating "Matter resolved," and noting that she was requesting the "District Judge to enter a 45 day conditional dismissal with the Court to retain jurisdiction to enforce [the settlement agreement]." (1/23/20 Min. Entry). That was late on a Thursday evening. The next afternoon, the Magistrate Judge contacted this Court's chambers to advise that the matter had settled, and to request the Court to enter a conditional dismissal.
On Monday, January 27, 2020, the Court entered that Order. As the parties had requested, it provides that "this action is hereby DISMISSED with prejudice , provided that any of the parties may, upon good cause shown, within 45 days, reopen the action if settlement is not consummated." (Doc. 16). Under that Order, the parties had until March 12, 2020, to notify the Court if either of them believed that good cause existed to reopen the matter. No party has ever indicated that the Court entered the Order in error.
On February 28, 2020, GE asked for a copy of the transcript, referenced above, prepared at the close of the mediation. GE did not indicate why it sought the transcript. The Clerk's Office provided the transcript on March 9, 2020. (Doc. 18 (sealed)).
So far, so good, but then things took a turn. In early April, Jackson's counsel contacted the Court, seeking permission to file under seal a motion relating to the settlement. Counsel provided a copy of the motion for in camera review. That filing notified the Court of difficulties that Jackson's counsel had encountered in terms of getting Jackson to actually execute the settlement agreement. As the filing suggested that counsel may have a developed a conflict with their client, the Court set the matter for a telephonic status conference, inviting Jackson herself to join, along with all counsel on the matter. Before that conference occurred, Jackson requested additional time to identify new counsel, which the Court granted. Shortly thereafter, new counsel appeared on her behalf.
The status conference took place on June 17, 2020. At the conference, GE maintained that the agreement reached at the mediation was binding and enforceable, and said it planned to file a motion to enforce. Jackson, represented by new counsel, disagreed that the matter had settled. The principal area of dispute appeared to involve a bonus for the work that Jackson had performed in 2019. Jackson claimed that her understanding was that the amount of payment set forth in the settlement agreement did not include that bonus, or that, in other words, she still remained entitled to her bonus for 2019 in addition to the payment under the settlement agreement. GE insisted that was not the case, but that instead the amount in the settlement agreement was the...
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Jackson v. Gen. Elec. Co.
...concerning whether GE included her 2019 bonus in the settlement payment or instead owed her that amount independent of the settlement. Id. at 1109-10. GE moved to enforce the The district court held an evidentiary hearing on the motion to enforce on October 29, 2020. Jackson, Magistrate Jud......