Pikulin v. Asarco, LLC

• Decision Date: 21 February 2019
• Docket Number: 2:18-CV-4-D
• Parties: EDDIE PIKULIN, Plaintiff, v. ASARCO, LLC, Defendant.
• Court: U.S. District Court — Northern District of Texas

EDDIE PIKULIN, Plaintiff, v. ASARCO, LLC, Defendant.

2:18-CV-4-D

UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF TEXAS AMARILLO DIVISION

February 21, 2019

FINDINGS, CONCLUSIONS, AND RECOMMENDATION TO DENY PLAINTIFF'S MOTION TO ENFORCE SETTLEMENT AGREEMENT AND GRANT DEFENDANT'S OBJECTION TO PLAINTIFF'S MOTION TO ENFORCE SETTLEMENT AGREEMENT AND CROSS-MOTION TO ENFORCE SETTLEMENT AGREEMENT

Before the Court is Plaintiff's Motion to Enforce Settlement Agreement [ECF 37] and Defendant's Objection to Plaintiff's Motion to Enforce Settlement Agreement and Cross-Motion to Enforce Settlement [ECF 39]. Because the Court finds the settlement agreement releases the Asarco Health Plan¹ from liability for future medical expenses related to the incident in question, the undersigned recommends that Plaintiff's Motion to Enforce Settlement Agreement [ECF 37] be DENIED and Defendant's Objection to Plaintiff's Motion to Enforce Settlement Agreement and Cross-Motion to Enforce Settlement [ECF 39] be GRANTED.

I. FACTUAL BACKGROUND

Plaintiff Eddie Pikulin ("Pikulin") suffered a work-related injury (the "incident") and filed this negligence suit against ASARCO, LLC ("Asarco"), his former employer. The Plan 504 AsarcoHealth Plan ("the Plan") paid "nearly all of the medical expenses [Pikulin] incurred for his shoulder treatments" as a result of the incident. [ECF 39 at 2; 39-1 at 5]. The Plan is an employer-sponsored ERISA plan. [ECF 39-1 at 5; 41 at 3]. Since the incident, Pikulin retired and receives health insurance benefits under the Plan as a retired Asarco employee. [ECF 40 at 2; 41 at 3]. The parties attended mediation on November 5, 2018 but did not reach an agreement. [ECF 38 at 3]. Afterwards, the mediator sent both parties a settlement proposal stating:

The mediator proposes that this case settle for the sum of [confidential settlement amount], new money, meaning that ASARCO Health Plan will waive its claim of subrogation. Please acknowledge your acceptance or rejection below and return this Mediator's Settlement Proposal to me by 4 p.m. on Tuesday, November 6, 2018. If both parties agree, the case will settle. If any party disagrees, the case will not settle. The decision by each party will remain confidential. You may email this form to ****@********lawfirm.com or fax it to (806) ***-****.

[ECF 38 at 3, 6, 8]. Both parties agreed by providing the mediator a signed copy of the proposal. [ECF 38 at 3-8]. A notice of settlement was filed on November 7, 2018 [ECF 35], and the case was administratively closed. [ECF 36]. The parties exchanged drafts and edits to the final settlement agreement but reached an impasse regarding whether the settlement agreement releases the Plan from liability for future medical expenses related to the incident. [ECF 37 at 2; 39 at 3-4]. Both parties filed motions to enforce the settlement agreement. [ECF 37; 39]. The issue before the Court is whether the settlement agreement releases the Plan from liability for future medical expenses related to the incident.

II. ANALYSIS

" '[A]lthough federal courts possess the inherent power to enforce agreements entered into in settlement of litigation, the construction and enforcement of settlement agreements is governed by the principles of state law applicable to contracts generally.' " Lockette v. Greyhound Lines, Inc., 817 F.2d 1182, 1185 (5th Cir. 1987) (quoting Lee v. Hunt, 631 F.2d 1171, 1173-74 (5th Cir.Unit A Dec. 1980)); Borden v. Banacom Mfg. & Mktg., Inc., 698 F. Supp. 121, 123 (N.D. Tex. 1988); see KeyCorp v. Holland, No. 3:16-CV-1948-D, 2017 WL 3242294, at *2 (N.D. Tex. July 28, 2017). Because Texas law controls this case, Texas Rule of Civil Procedure 11 ("Rule 11") also applies. See Anderegg v. High Standard, Inc., 825 F.2d 77, 80 (5th Cir. 1987); Condit Chem. & Grain Co. v. Helena Chem. Corp., 789 F.2d 1101, 1102-03 (5th Cir. 1986). Rule 11 provides that "no agreement between attorneys or parties touching any suit pending will be enforced unless it be in writing, signed and filed with the papers as part of the record, or unless it be made in open court and entered of record."

"In construing a written contract, [the] primary objective is to ascertain the parties' true intentions as expressed in the language they chose." Plains Exploration & Prod. Co. v. Torch Energy Advisors Inc., 473 S.W.3d 296, 305 (Tex. 2015). "If a contract 'is so worded that it can be given a certain or definite legal meaning or interpretation, then it is not ambiguous and the court will construe it as a matter of law.' " Roberts v. Overby-Seawell Co., 2018 WL 1457306, at *7 (N.D. Tex. Mar. 23, 2018) (quoting Coker v. Coker, 650 S.W.2d 391, 393 (Tex. 1983)). "Courts interpreting unambiguous contracts are confined to the four corners of the document, and cannot look to extrinsic evidence to create an ambiguity." Id. (quoting Texas v. American Tobacco Co., 463 F.3d 399, 407 (5th Cir. 2006)). "A contract is not ambiguous simply because the parties advance different interpretations." Id. (citing American Mfrs. Mut. Ins. Co. v. Schaefer, 124 S.W.3d 154, 157 (Tex. 2003)).

A. Compliance with Rule 11

The Court first considers whether the alleged settlement agreement is in writing, signed, and filed with the papers as part of the record, such that Rule 11's requirements are met. The Texas Supreme Court has held that a series of letters can satisfy Rule 11. See Padilla v. LaFrance, 907S.W.2d 454, 460 (Tex. 1995). Additionally, district courts in the Northern District of Texas have made an Erie determination that a series of electronically signed emails can satisfy the "in writing" requirement. See KeyCorp, No. 3:16-CV-1948-D, 2017 WL 3242294, at *2-3 (citing Williamson v. Bank of N.Y. Mellon, 947 F. Supp. 2d 704, 708 (N.D. Tex. 2013)).

The mediator sent the settlement proposal to both parties on November 5, 2018. [ECF 38 at 3]. Pikulin agreed to the proposal on the same day by sending the mediator a signed copy of the proposal. [ECF 38 at 3, 6]. Asarco requested and received additional time to respond, later accepting the proposal by email with a signed copy of the proposal attached. [ECF 38 at 3-5, 7-8]. The mediator forwarded the Asarco email to Pikulin's attorney because it "contained statements...relevant to the settlement." Id. Pikulin's signed copy of the mediator's proposal and Asarco's email and attached signed copy of the mediator's proposal form the settlement agreement. [ECF 38 at 3-8]. Because both copies of the mediator's proposal were signed, the Court concludes the "in writing" and "signed" requirements of Rule 11 are satisfied. Rule 11 also requires the settlement agreement be filed with the papers as part of the record. Padilla, 907 S.W.2d at 461. This requirement is met because the record establishes Pikulin filed both signed copies of the mediator's proposal and Asarco's accompanying email with its Motion. [ECF 38 at 6-8]. See KeyCorp, No. 3:16-CV-1948-D, 2017 WL 3242294, at *3.

B. Scope of the Release

The terms of the settlement agreement are unambiguous and clear. The email forwarding Asarco's signed copy of the proposal states Asarco "accepts the Mediator's proposal and agrees to full mutual release of claims, including waiver by Asarco Health Plan of any right to subrogation, in return for a cash payment of [confidential settlement amount] by Asarco to Plaintiff." [ECF 38 at 7]. The email also states the agreement is "subject to standard terms to bememorialized in a final written settlement agreement, including confidentiality, non-disparagement, and Medicare set-aside." Id. Pikulin made no objections to these conditions. The communications reflect an understanding that the scope of the mediator's proposal was broad enough to create obligations as to Asarco and the Plan and that a "full mutual release" of claims was expected, without qualification as to any party.² [ECF 38 at 7].

Nevertheless, Pikulin argues the Plan is a nonparty not covered by the release. In response, Asarco argues the Plan is an employer-sponsored ERISA plan, and therefore, not legally distinct from Asarco for purposes of determining the scope of the release. Thus, the parties dispute whether the Plan is legally distinct from Asarco for purposes of determining the scope of the release. Upon review, it seems this issue has created a disagreement among the courts. See Halldorson v. Wilmington Trust Ret. and Institutional Servs. Co., 182 F. Supp. 3d 531, 543-46 (E.D. Va. 2016) (collecting cases and ultimately adopting the reasoning that the Separation Agreement and General Release in question covered a plan because it was an affiliate of the employer).

Courts in our circuit have treated employee benefit plans as a closely-related "affiliate" of the employer, and in some instances have regarded a plan and the employer as the same entity, such that releases entered into by the employer also cover the employee benefit plan.³ SeeSlaughter v. AT&T Info. Sys., Inc., 905 F.2d 92, 94 (5th Cir. 1990); see also Bordonaro v. Union Carbide Corp., No. Civ. A. 01-1177, 2002 WL 32824, at *3 (E.D. La. Jan. 11, 2002) (reasoning that even though the release did not specifically name the employer-funded plan, the employer and the plan were the same entity for purposes of interpreting the release agreement). The Court finds Slaughter instructive. In that case, the court held that res judicata barred suit against an employer-administered ERISA plan even though it was not made party to the first suit against the employer. 905 F.2d at 94. The court reasoned that the plan and the employer were the same party for res judicata purposes because the employer-maintained plan had no existence apart from the employer. See id.

Bordonaro is also informative because it relies on Slaughter. In Bordonaro, plaintiff sued her employer, and the case was settled and dismissed. No. Civ. A. 01-1177, 2002 WL 32824, at *1. Plaintiff later sued the employer and its long-term disability plan for ERISA benefits. Id. Defendants...