United States District Court, E.D. Michigan, Southern Division
A. NISAR AKBAR, et al., Plaintiffs,
SHAUKAT BANGASH, et al., Defendants.
OPINION & ORDER DENYING PLAINTIFFS' MOTION TO
ENFORCE SETTLEMENT OR, IN THE ALTERNATIVE, FOR SANCTIONS
(Dkt. 84) AND DENYING DEFENDANTS' MOTION TO STRIKE AND
FOR SANCTIONS (Dkt. 87)
A. GOLDSMITH United States District Judge
matter is before the Court on Plaintiffs' motion to
enforce a settlement agreement or, in the alternative, for
sanctions (Dkt. 84), as well as Defendants' motion to
strike Plaintiffs' motion and for sanctions (Dkt. 87).
Because oral argument will not aid the decisional process,
the Court will decide the motions based on the parties'
briefing. See E.D. Mich. LR 7.1(f)(2).
reasons stated below, the Court denies both motions.
Plaintiffs brought suit on July 31, 2015, claiming that they
were offered and sold fake securities in the form of
investment contracts and shares in Defendant Quaid-e-Azam
International Hospital, which is located in Islamabad,
Pakistan, through Global Health Services Limited
(“GHS”), a limited company headquartered in
Pakistan. Am. Compl. ¶¶ 1, 70 (Dkt. 10). After the
Court denied Defendants Shaukat Bangash (the chief executive
officer of GHS) and GHS's motion to dismiss, see
Akbar v. Bangash, No. 15-cv-12688, 2016 WL 4060930, at
*13 (E.D. Mich. July 29, 2016), the parties appeared to have
reached a settlement, and an order dismissing the case with
prejudice was issued on September 7, 2016, subject to
reopening within 30 days if the settlement was not
consummated. 9/7/2016 Order of Dismissal (Dkt. 66).
Plaintiffs filed a motion to reopen the case on October 13,
2016, see Pls. Mot. to Reopen (Dkt. 69), which the
Court granted, see 11/15/2016 Order to Reopen (Dkt.
addition to reopening the case, the Court also referred this
matter to the magistrate judge to conduct another settlement
conference with the parties. See 11/15/2016 Referral
Order (Dkt. 75). The settlement conference was held on
February 22, 2017, after which the magistrate judge noted
that the parties were unable to reach a settlement agreement.
See 2/22/2017 Docket Minute Entry.
Plaintiffs' Motion to Enforce Settlement or for
their motion, Plaintiffs first contend that the parties
reached an agreement on all material terms of the settlement
during the February 22 conference with the magistrate judge,
despite the fact that Bangash allegedly attempted to modify
one of the terms near the end of the conference. See
Pls. Br. at 1, 3-4. Although the parties did not reduce the
initial agreement into a signed writing, Plaintiffs request
that the Court exercise its inherent authority to enforce the
terms of that agreement. Id. at 5-6.
Court agrees with Plaintiffs that it possesses the inherent
authority to enforce a settlement agreement when the parties
have agreed on all material terms, even if the agreement has
yet to be memorialized in writing. Therma-Scan, Inc. v.
Thermoscan, Inc., 217 F.3d 414, 419 (6th Cir. 2000)
(“This circuit has long recognized the broad, inherent
authority and equitable power of a district court to enforce
an agreement in settlement of litigation pending before it.
Moreover, a federal court possesses this power even if that
agreement has not been reduced to writing.”); see
also RE/MAX Int'l, Inc. v. Realty One, Inc., 271
F.3d 633, 646 (6th Cir. 2001) (“The existence of a
valid agreement is not diminished by the fact that the
parties have yet to memorialize the agreement. When parties
have agreed on the essential terms of a settlement, and all
that remains is to memorialize the agreement in writing, the
parties are bound by the terms of the oral
agreement.”). However, as Defendants correctly point
out in their response brief, see Defs. Br. at 13-19,
Plaintiffs have not provided this Court with any
objective evidence to suggest that the parties actually
reached an agreement on a settlement.
it can enforce a settlement agreement, the Court must first
“conclude that agreement has been reached on all
material terms.” Therma-Scan, 217 F.3d at 419.
“Whether the parties actually reached an agreement is a
question of fact for the district court, ” Moore v.
U.S. Postal Serv., 369 F.App'x 712, 717 (6th Cir.
2010), which is governed by state contract law, Cuyahoga
Valley Ry. Co. v. U.S. Bank Trust Nat'l Ass'n,
515 F.App'x 494, 498 (6th Cir. 2013) (“Because
settlement agreements are a type of contract, the formation
and enforceability of a purported settlement agreement are
governed by state contract law.”).
Michigan law, a “contract is formed upon offer and
acceptance and a mutual assent or meeting of the minds on all
essential terms.” Masco Cabinetry Middlefield, LLC
v. Cefla N.A., Inc., 637 F.App'x 192, 197 (6th Cir.
2015). Determining whether there was mutual assent between
the parties “is judged by an objective standard,
looking to the express words of the parties and their visible
acts, not their subjective states of mind, ”
Tillman v. Macy's Inc., 735 F.3d 453, 459 (6th
Cir. 2013), which requires the consideration of the
“relevant circumstances surrounding the transaction,
including all writings, oral statement, and other conduct by
which the parties manifested their intent, ”
Innotext, Inc. v. Petra'Lex USA Inc., 694 F.3d
581, 589 (6th Cir. 2012); see also Huntington Nat'l
Bank v. Daniel J. Aronoff Living Trust, 853 N.W.2d 481,
488 (Mich. Ct. App. 2014) (“Courts judge whether there
was a meeting of the minds from objective evidence.”).
have not provided any evidence of objective manifestations
from which this Court can ascertain the parties' mutual
assent. In fact, the only evidence presented to the Court
shows that there was no mutual assent between the parties on
all material terms, including those terms proposed by
Plaintiffs. See Bangash Decl. ¶¶ 5, 7-8
(Dkt. 86-3); Dolley Aff. ¶¶ 2-7 (Dkt. 86-6);
see also Marked-Up Agreement (Dkt. 86-5). Having
opted to not file a reply brief, Plaintiffs neither rebut
Defendants' arguments or evidence, nor do they attempt to
provide objective evidence that there was a meeting of the
minds between the parties on all material terms.
the complete absence of any evidence of the parties'
mutual assent on all material terms, the Court declines to
enforce the purported settlement agreement. See
Therma-Scan, 217 F.3d at 420 (holding that the district
court abused its discretion in enforcing the settlement
agreement where there was “simply no objective
manifestation of a ‘meeting of the minds' on [a]
material term of the settlement”); Gonzalez Prod.
Sys., Inc. v. Martinrea Int'l Inc., No. 13-cv-11544,
2014 WL 6455592, at *11 (E.D. Mich. Nov. 17, 2014) (granting
the plaintiff's motion to dismiss the defendant's
counterclaim that a settlement agreement was reached
“because there is no written settlement agreement, and
the Court has not been provided with evidence that there was
mutual assent to material terms of a settlement
agreement”); cf. Remark, LLC v. Adell Broad.
Corp., 702 F.3d 280, 283 (6th Cir. 2012) (“[T]he
emails conveyed an objective meeting of the minds as to each
of the material terms [of the settlement agreement], and as
such they meet all requirements of an enforceable contract
under Michigan law.”); Moore, 369 F.App'x
at 717 (noting that there was evidentiary support “for
the district court's conclusion that an agreement had
indeed been ...