Opinion
Case No. 2:05-230.
November 6, 2006
OPINION AND ORDER
This matter is before the Court on Defendants' Motion to Enforce the Settlement Agreement (Doc. 35); Plaintiff's Motion for Equitable Relief (Doc. 36); Plaintiff's Motion to Enforce Judgment (Doc. 39); and Plaintiff's Motion to Strike Filings by Attorney Mel Lute (Doc. 40). For the reasons that follow, the Court GRANTS Defendants' Motion to Enforce the Settlement Agreement; DENIES Plaintiff's Motion for Equitable Relief; GRANTS Plaintiff's Motion to Enforce Judgment; and DENIES Plaintiff's Motion to Strike Filings by Attorney Mel Lute.
I. BACKGROUND
On March 11, 2005, Plaintiff Ohio Taekwondo Association ("OTA") filed suit in the Franklin County Court of Common Pleas. On March 14, 2005, Defendants removed this case to this Court. On April 20, 2005, this Court issued an Order accepting federal jurisdiction and ruling against Plaintiff's request for a temporary restraining order and preliminary injunction. This Court's order directed Plaintiff to exhaust administrative remedies before the United States Taekwondo Union ("USTU") Hearing Panel. On May 18, 2005, Plaintiff filed a motion for reconsideration. On December 21, 2005, this Court denied Plaintiff's motion for reconsideration.
On March 15, 2006, the parties indicated that they had entered into informal negotiations between the parties and requested time to allow for negotiations to produce a broad based settlement. On or about May 24, 2006, the parties signed and executed a Settlement Agreement resolving all claims between the parties. The Settlement Agreement was signed by the President and two Vice Presidents of OTA, on behalf of Plaintiff. On June 5, 2006, Defendants filed a purported settlement to this lawsuit. Then on June 15, 2006, Defendants filed a motion seeking to enforce the purported settlement. This matter therefore remains pending before this Court and the USTU Hearing Panel.
II. DISCUSSION
Defendants have filed this Motion to Enforce the Settlement Agreement because Attorney Christo Lassiter, who initially filed this action on behalf of OTA, has refused to execute the Stipulation of Dismissal on behalf of OTA. Defendants argue that Mr. Lassiter has been terminated as counsel for OTA by the Board of Directors. Defendants further assert that OTA's Board of Directors contend that Mr. Lassiter's desire to be compensated for his fees in this case has caused a conflict of interest and that his interest in being compensated has diluted his loyalty to OTA. The Settlement Agreement at issue in this case was entered into by OTA's President Hong Kong Kim and Vice President Joon Pyo Choi, as well as another officer James Cahn. After the Settlement Agreement was drawn up and executed by the officers, it was then approved by both OTA's and USAT's Boards of Directors. Plaintiff's counsel Mr. Lassiter, however, refused to execute the Settlement Agreement and therefore was terminated as counsel.
Plaintiff's counsel Mr. Lassiter argues in opposition to the Motion to Enforce the Settlement Agreement that Kim, Choi and Cahn only represent themselves and do not speak for OTA's Board of Directors. Mr. Lassiter further argues that Hong Kong Kim, Joon Pyo Choi, and James S. Cahn have terminated his role as counsel to them individually, but nothing more.
Plaintiff's new counsel, Mel Lute, has also filed a Motion to Enforce the Settlement Agreement on behalf of OTA. Plaintiff joins Defendants in arguing that OTA's President Kim has both actual and apparent authority consistent with Ohio law to bind the corporation and its principals. Plaintiff further argues and this Court agrees that to allow this matter to continue simply because Plaintiff's former counsel, Mr. Lassiter, has a personal disagreement with his former clients and a personal conflict with the terms of the Settlement Agreement would be a waste of the Court's and the parties' time and resources.
Based on the arguments and affidavits in support submitted by both Plaintiff and Defendants, it is clear that Mr. Lassiter is the only one in opposition to the Settlement Agreement between the parties and he is no longer counsel of record in this case. The termination letter from Mr. Cahn makes it clear that Mr. Lassiter's engagement as counsel for the corporation was termination. Further, during a conference call with Magistrate King on June 6, 2006, the Court was informed that Mr. Lassiter had been terminated as counsel in this case. At no time did Mr. Lassiter counter this assertion before the Court.
This Court has authority to enforce the Settlement Agreement as the agreement has been entered into voluntarily by the principals. See Brock v. Scheuner Corp., 841 F.2d 151 (6th Cir. 1988). There have been no allegations by any of the principals that the agreement was not signed voluntarily.
The Court finds that the President of OTA had actual authority under § 7.1 of the OTA Bylaws to enter into the Settlement Agreement on behalf of OTA. President Kim had a duty to supervise all of the affairs of the corporation, including this litigation. Consistent with these obligations, President Kim settled this case in the best interests of OTA. In addition to actual authority under the OTA Bylaws, President Kim and Vice President Choi had apparent authority under Ohio law to enter into the Settlement Agreement on behalf of OTA and its principals. See Lerner v. Teletron, Inc., 1998 U.S. App. LEXIS 15419 (6th Cir. July 7, 1998).
The Settlement Agreement in this case was therefore voluntarily entered into by the appropriate representatives who had actual and apparent authority for their respective corporations to enter such an agreement. The Settlement Agreement shall therefore be enforced.
With respect to Mr. Lassiter's Motion for Equitable Relief (Doc. 36) and his Motion to Strike Filing by Attorney Mel Lute (Doc. 40), the Court denies these motions as moot in light of the Settlement Agreement. Mr. Lassiter no longer represents any parties in this action. Further, it appears Mr. Lassiter is seeking to collect attorneys' fees from his former client, OTA, however this is not the proper forum for that litigation. Therefore, in light of the Settlement Agreement which shall now be enforced, all other motions shall be deemed moot.
III. CONCLUSION
Based on the above, the Court GRANTS Defendant's Motion to Enforce the Settlement Agreement (Doc. 35); DENIES Plaintiff's Motion for Equitable Relief (Doc. 36); GRANTS Plaintiff's Motion to Enforce Judgment (Doc. 39); and DENIES Plaintiff's Motion to Strike Filings by Attorney Mel Lute (Doc. 40).
The Clerk shall remove Docs. 36, 36, 39, and 40 from the Court's pending motions list.
The Clerk shall remove this case from the Court's pending cases list.
IT IS SO ORDERED.