Unitarian Universalist Church of Minnetonka v. City of Wayzata, Civ. No. 10–607 (RHK/TNL).

• Citation: 890 F.Supp.2d 1119
• Decision Date: 31 August 2012
• Docket Number: Civ. No. 10–607 (RHK/TNL).
• Parties: UNITARIAN UNIVERSALIST CHURCH OF MINNETONKA, Plaintiff, v. CITY OF WAYZATA, Defendant.
• Court: U.S. District Court — District of Minnesota

890 F.Supp.2d 1119

UNITARIAN UNIVERSALIST CHURCH OF MINNETONKA, Plaintiff,

v.CITY OF WAYZATA, Defendant.

Civ. No. 10–607 (RHK/TNL).

United States District Court,

D. Minnesota.

Aug. 31, 2012.

Samuel W. Diehl, Dean A. LeDoux, Joy R. Anderson, Gray, Plant, Mooty, Mooty & Bennett, P.A., Minneapolis, MN, for Plaintiff.

George C. Hoff, Kimberly B. Kozar, David M. Quealy, Hoff, Barry & Kozar, P.A., Eden Prairie, MN, for Defendant.

MEMORANDUM OPINION AND ORDER

RICHARD H. KYLE, District Judge.

INTRODUCTION

On December 22, 2011, a representative of Plaintiff Unitarian Universalist Church of Minnetonka (“UUCM”), Mayor Ken Wilcox of Defendant City of Wayzata (the “City”), several City Council members, and the parties' respective counsel appeared before Magistrate Judge Leung for a settlement conference. After almost twelve hours of negotiations, the parties entered Judge Leung's courtroom and dictated onto the record “all the material terms” of a “full and final settlement” between them. When asked by the Magistrate Judge whether “all the material terms of the [parties'] agreement” had been recited, counsel for each party responded, “Yes.” Judge Leung then inquired of the UUCM representative and the Mayor whether they agreed to those “material terms” as “the full and final settlement of this” case; each answered in the affirmative. In light of the parties' settlement, the Court dismissed this case, reserving jurisdiction to reopen it “for good cause shown.”

Now, more than seven months later, UUCM moves to reopen, arguing that the parties “did not and have not agreed to all of the material terms” of a settlement and, hence, “[a] binding settlement has never been formed between” them. For the reasons that follow, the Court rejects these arguments and, accordingly, will deny the Motion.

BACKGROUND

UUCM is a 200–member church that has worshipped at a building on Rice Street in the City since the 1960s. It commenced this action in 2010 after the City denied its application to construct a new, larger church in a residential area at 2030 Wayzata Boulevard East. It asserted that the City had violated its rights under the First Amendment to the United States Constitution and the Religious Land Use and Institutionalized Persons Act, 42 U.S.C. § 2000cc et seq. The parties undertook discovery for the better part of a year and, in mid–2011, cross-moved for summary judgment. The Court held oral argument on the Motions on November 29, 2011.

Before the Court ruled on the Motions, Magistrate Judge Leung held a lengthy settlement conference on December 22, 2011. Around 10:00 p.m., the parties went into the courtroom and onto the record because, in Judge Leung's words, they had “actually been able to reach a negotiated settlement of this lawsuit” and were to “read into the record the material-all the material terms of the full and final settlement agreement,” (12/22/11 Hear. Tr. at 2.) The City's counsel then recited those terms for the record:

The parties have negotiated all day and into the evening and have reached a contingent settlement agreement. As discussed, because we are talking about a municipality in Minnesota, this will have to be presented, the final document will have to be presented to the city council for approval at an open meeting in accordance with Minnesota law.

The material terms of the contingent settlement agreement are the following:

The Plaintiff will apply for and the City will process and review under its normal process an application for rezoning[,] planned unit development and comprehensive plan amendment to allow for the construction of a church at 2030 Wayzata Boulevard, the application will be in general conformity with the site plan which was previously presented. The site plan bears the Bates numbers 5652, 5657, 5658, 5659, 5662 through 5670, and UU218. If the City approves the planned unit development, the comprehensive plan and the rezoning, the Plaintiff shall execute a release of all claims against the City and a stipulation of dismissal with prejudice of the case.

In addition, [UUCM] and the City of Wayzata shall execute a mutual release of claims. The City—upon completion of that, the City will pay to the Plaintiff the sum of $500,000.

[UUCM's counsel] has pointed out to me another term I do not have in my notes, your Honor. And in the settlement agreement that we will be drafting to memorialize the terms of these material terms, that the City will include for its presentation as part of the approval process the conditions for the planned unit development.

In the event approval is given for the construction of the church as set forth above, but the church is not built in conformity with the approvals and a certificate of occupancy is not applied for by January 1st, 2018, the zoning and comprehensive plan shall revert to its current [zoning] status [ ]. The application for the certificate of occupancy to be filed by the church shall conform to the reasonable requirements of the City's building and other codes for the issuance of the certificate of occupancy.

The City will negotiate for the purchase of two outlots from the Minnesota Department of Transportation which are adjacent to the 2030 Wayzata site. The negotiation between the City and the Minnesota Department of Transportation shall be consistent with the Minnesota Department of Transportation process. If negotiations are successful, UUCM will pay the purchase price negotiated by the City and the Minnesota Department of Transportation. The City makes no guarantee as to price or the status of title.

( Id. at 3–6.) The parties indicated that they would work to reduce the terms of their agreement to writing with a “target date” of January 16, 2012, for completion. ( Id. at 5.)

Judge Leung then inquired whether an additional material term was that the parties had agreed to bear their own costs, and counsel answered in the affirmative. ( Id. at 6.) Judge Leung also asked:

And is it also part of [the] agreement that the parties will share—well, as an additional term, that for purposes of putting together the settlement documents, to the extent there's any disagreements on wording and so forth, that if the parties can't work that wording out, that you will inform the Court and the Court will make the final decision based on either informal or formal proceedings at the Court's discretion. And that the Court's decision will be final except that obviously the Court will not change what has been identified as the material terms of the settlement.

( Id. at 6–7.) Counsel agreed. ( Id. at 7.) And counsel also then confirmed that “all the material terms of the agreement” had been placed on the record. ( Id. at 9.)

The Magistrate Judge then proceeded to question the parties directly. Robert Dachelet, UUCM's representative, was asked whether he “accept[ed] all these as the material terms as the full and final settlement to bind the church?” ( Id. at 11.) He answered, “Yes.” ( Id.) The same question was asked of Mayor Wilcox, who also answered in the affirmative. (Id at 12.) Mayor Wilcox also indicated that he had spoken with several members of the City Council (whose approval at an open meeting was the lone “contingency” the parties had noted), and they had expressed their “support [for] the settlement terms as outlined.” ( Id. at 13.) With their agreement fully dictated onto the record, the Magistrate Judge thanked the parties and closed the proceedings.

A few days after the settlement conference, Judge Leung added a minute entry to the docket (Doc. No. 101) indicating that the parties had reached a settlement. Based on that docket entry, the undersigned issued an Order dismissing this action, with a reservation of jurisdiction for 60 days to permit the parties to “finalize a settlement agreement.” (Doc. No. 103.) A short time later, the parties requested that the Court extend the 60–day period until September 1, 2012, in order to “allow them to accomplish a number of actions necessary or related to the contingent settlement reached on December 22, 2012.” (Doc. No. 104.) Those actions included finalizing the terms of their written agreement; presenting that finalized agreement to the City Council for its approval; and submission by UUCM of its planned unit development application for the new church building. ( Id.) The Court granted this request and extended its reservation of jurisdiction until September 1, 2012. (Doc. No. 105.)

The parties then turned their attention to drafting a document memorializing the settlement terms. That process, however, became ever more complicated, and the parties' written agreement slowly expanded far beyond the simple terms dictated onto the record at the settlement conference. As the docket indicates, the parties exchanged multiple letters and drafts of a written agreement, and on several occasions they requested Magistrate Judge Leung's assistance. Unsurprisingly, the tenor of the parties' correspondence reflected an increasing frustration over their inability to fully reduce their agreement to writing. Eventually, UUCM presented the City with a “final and best” draft agreement that it requested the City Council consider at a meeting on May 1, 2012. (Diehl Aff. Ex. 18.) UUCM also informed the City that if it did “not accept this proposal by that deadline,” it would “deem” the proposal “withdrawn and UUCM will then return to Court, taking whatever action [it] believes proper and necessary.” ( Id.)

The City Council did not act by May 1, 2012–likely because, on April 17, 2012, Judge Leung issued an Order requiring the parties to submit red-lined versions of their respective draft agreements by May 2, 2012, so that he could resolve their ongoing disputes. (Doc. No. 109.) Nevertheless, on May 2, 2012, UUCM wrote Judge Leung and informed him that because the City Council had not acted on its proposal on May 1, 2012, “there is currently no settlement and no active settlement negotiation in this case.” (Diehl Aff. Ex....