Opinion
No. 01-0359
May 28, 2002
Before the Court are two Motions to Enforce Settlement Agreement filed by both Roxco, Ltd., and American Home, Roxco, Ltd. The Court, having heard the arguments of counsel, having studied the legal memoranda and exhibits submitted by the parties, the record, the applicable law and jurisprudence, is fully advised in the premises and ready to rule.
ORDER AND REASONS
I. BACKGROUND
St. Charles filed the above captioned litigation against Roxco and American Home Assurance Company ("American Home") alleging that the defendants are liable for local sales and use tax liability incurred by Roxco for the period beginning January 1, 1998 and ending December 31, 1998 in connection with a contract between Roxco and the Parish of St. Charles for the consideration of a wastewater treatment plant in Destrahan, Louisiana. In July of 2001, plaintiff amended its petition to add the following individuals, alleged to be officers of Roxco, as defendants: David Carter, Benjamin O. Turnage, Ronald Robbins, and Edmond Turnage ("Roxco Individuals"). These individuals had not submitted to the jurisdiction of the Court, they reside out of state, and except for Ben Turnage, had not had any known involvement in the litigation. These four individuals were not in any way involved in the settlement negotiations.
Over the months, American Home prepared a draft Release, which underwent several revisions. Conferences were held with Magistrate Chasez to resolve several disputes that arose between the parties over the revisions. On March 6, 2002, St. Charles advised in writing that it agreed to the terms of the latest version of the Release, which did not include the Roxco Individuals as signatories. See Petitioner's Exhibit "B". A final, clean version was circulated by e-mail, and counsel for St. Charles advised that it was acceptable. See Petitioner's Exhibit "D". Thereafter, both American Home and Roxco executed the Release. However, on March 14, 2002, St. Charles advised that it would not execute the Release without the signatures of all parties including the Roxco individuals.
II. ARGUMENTS OF THE RESPECTIVE PARTIES:
A. Arguments for Defendants in Support of its Motion to Enforce the Settlement Agreement
American Home and Roxco move the Court for an Order enforcing the settlement agreement entered by and between American Home, Roxco and the St. Charles Parish School Board. Petitioner's argue that numerous letters regarding the proposed settlement have been sent, and much time has been spent by the parties in drafting the Release over the past six months. Furthermore, petitioner's contend that on March 6, 2002, counsel for the School Board wrote a letter in response to the February 26th, 2002 letter ( See Petitioner's Exhibit C) formally agreeing to the proposed agreement. In the letter, counsel for the School Board stated, "My clients accept the changes made by Howard [Murphy]." Petitioner's argue Louisiana Civil Code Article 3071 governs the enforcement of settlement agreements. Article 3071 provides that an agreement is enforceable if "it has been reduced to writing." Petitioner's contend that the above-mentioned correspondences between the parties satisfies the writing requirement provided in Article 3071, and therefore, the settlement agreement should be enforced.
B. Arguments for Plaintiffs in Opposition to Petitioner's Motion to Enforce Settlement Agreement
Counsel for St. Charles Parish School Board argues that there is no enforceable agreement between the parties under Louisiana law. Plaintiffs argue that a signature is necessary to constitute a written document. Plaintiffs contend that they did not sign any of the documents and therefore there was never an enforceable settlement agreement under La C.C. Article 3071.
III. LAW AND ANALYSIS
A. Law on the Enforcement of Settlement Agreements
Louisiana Civil Code Article 3071 governs the enforcement of settlement agreements. Article 3071 provides that an agreement is enforceable if 1) it has been reduced to writing; or 2) it has been recited in open court and is capable of being transcribed from the record of the proceedings. Considerable litigation has been generated over what constitutes a sufficient "writing" for purposes of enforcement. In Grace v. Zapata Off-Shore Co., 653 So.2d 704, 706 (La.App. 4th Cir 1995), the Court held that a written offer and a separate written acceptance were sufficient to meet the writing requirement as provided under La CC Article 3071. InMichot v. Mose, 649 So.2d 441 (La.App. 3d Cir. 1994), the Court held that letters between attorneys representing their clients' respective offers and/or acceptances of settlement terms were sufficient to meet the writing requirement.
B. The Court's Analysis
The February 26, 2002 letter sent to the plaintiffs by the petitioner was the result of numerous correspondences regarding the drafting of the Release. The letter was intended to be the final revision of the agreement between the parties. Furthermore, counsel for the plaintiff clearly accepted the agreement in his March 6th letter. As seen in Grace v. Zapata Off Shore, 653 So.2d 704, 706 (La.App. 4th Cir 1995), under Louisiana law, this exchange of correspondence is sufficient to evidence a valid and enforceable settlement agreement. It is the opinion of this Court that these two letters satisfy the writing requirement set forth by Louisiana law under Article 3071.
III. CONCLUSION
It is the opinion of this Court that the parties did intend to be enforced by this settlement agreement. Furthermore, under Louisiana law, the agreement between the parties was "reduced to writing" through their exchange of correspondences creating a valid and enforceable settlement agreement. Therefore, the Court grants the petitioner's Motion to Enforce the Settlement Agreement.
Accordingly,
IT IS ORDERED that the defendant's Motion to Enforce the Settlement Agreement is hereby GRANTED.