Catherine J. Bell, Complainant,v.John M. McHugh, Secretary, Department of the Army, Agency.

Equal Employment Opportunity CommissionOct 22, 2010
0120100151 (E.E.O.C. Oct. 22, 2010)

0120100151

10-22-2010

Catherine J. Bell, Complainant, v. John M. McHugh, Secretary, Department of the Army, Agency.


Catherine J. Bell,

Complainant,

v.

John M. McHugh,

Secretary,

Department of the Army,

Agency.

Appeal No. 0120100151

Agency No. ARRRAD09FEB00479

DECISION

Complainant timely filed an appeal regarding an alleged breach of the terms of a settlement agreement. See 29 C.F.R. ��1614.504, 1614.402(a). For the reasons which follow, the Commissions AFFIRMS the Agency's determination of no breach.

ISSUE PRESENTED

The issue presented on appeal is whether the parties entered into a binding settlement agreement, notwithstanding that the written reduction of the alleged agreement was never signed by the Agency.

BACKGROUND

By letter dated August 24, 2009, Complainant advised the Agency that she believed it to be in breach of a settlement agreement negotiated on July 28, 2009. The Agency issued a September 11, 2009, letter, stating that no settlement agreement with complainant was ever reached.1 The Agency noted that an agreement was prepared; however, it stated that the proposed agreement was not signed. FD at 1. In its decision, the Agency noted that settlement discussions were pursued on the evening of July 28, 2009, resulting in the unsigned agreement at issue. Id at 2. The Agency further stated that higher-level management failed to approve the agreement and no contract ever existed between Complainant and the Agency. Id. at 3. Both the Agency and Complainant provide identical copies of the unexecuted settlement agreement.

CONTENTIONS ON APPEAL

On appeal, Complainant argues that the undated writing was binding on the parties. Complainant argues that 29 C.F.R. � 1614.603 simply requires parties to execute a written agreement once a binding oral agreement is made. Compl. Appeal Brief at 3. Complainant claims that the investigator was an agent of the Agency, who had apparent authority to negotiate the agreement, even if the investigator did not have actual authority. Id. at 4. Complainant states that the agreement is further enforceable because she detrimentally relied on it by waving closing statements in the investigation of her complaint, thereby delaying the resolution of her complaint. Compl. Appeal Brief at 4. Complainant requests that the Agency be required to sign the "written document memorializing the terms of their oral settlement agreement and be made to comply with its terms." Compl. Appeal Brief at 6.

On appeal, the Agency argues that no agreement was ever reached. Agency Appeal Brief at 7. The Agency provides an internal email reminding investigators that negotiated settlement agreements are not valid unless signed by the Commander or Deputy to the Commander. Ex. A at 1. The Agency also provides an affidavit from Chief Council at the Red River Army Depot in Texarkana, Texas, stating that Chief Council informed Complainant, her representative, and the investigator that the "drafted settlement agreement was not official until it was signed and approved by a member of [higher-level management] who had the authority to sign the agreement and bind the agency." Chief Counsel Aff. at 1. The Agency argues that the investigator involved in the negotiations had no actual or apparent authority to create a settlement agreement. Agency Appeal Brief at 8. The Agency further argues that the circumstances surrounding the negotiations do not fit into any of the narrow exceptions recognized by the Commission requiring a written settlement agreement. Id.

ANALYSIS AND FINDINGS

EEOC Regulation 29 C.F.R. � 1614.504(a) provides that any settlement agreement knowingly and voluntarily agreed to by the parties, reached at any stage of the complaint process, shall be binding on both parties. Further, 29 C.F.R. � 1614.603 provides that any settlement shall be in writing, signed by both parties, and identify the claims involved. The Commission has held that a settlement agreement constitutes a contract between the employee and the agency, to which ordinary rules of contract construction apply. See Herrington v. Dep't of Defense, EEOC Request No. 05960032 (Dec. 9, 1996). The Commission has further held that it is the intent of the parties as expressed in the contract, not some unexpressed intention that controls the contract's construction. Eggleston v. Dep't of Veterans Affairs, EEOC Request No. 05900795 (Aug. 23, 1990). In ascertaining the intent of the parties with regard to the terms of a settlement agreement, the Commission has generally relied on the plain meaning rule. See Hyon O v. U.S. Postal Serv., EEOC Request No. 05910787 (Dec. 2, 1991). This rule states that if the writing appears to be plain and unambiguous on its face, its meaning must be determined from the four corners of the instrument without resort to extrinsic evidence of any nature. See Montgomery Elevator Co. v. Building Eng'g Servs. Co., 730 F.2d 377 (5th Cir. 1984).

Upon review, we find that there was no legally binding settlement agreement. The purported agreement was not signed as required by 29 C.F.R. �1614.603. The Commission notes that we have only upheld the validity of a settlement agreement entered into orally in one type of situation, i.e., when a verbal agreement is reached during a hearing before an EEOC Administrative Judge. See, e.g., Acree v. Dep't of the Navy, EEOC Request No. 05900784 (Oct. 4, 1990). In upholding the validity of the oral agreement in Acree, the Commission relied on the fact that the hearing transcript evidenced the agreement between the parties. In the present case, we do not have a hearing transcript or its equivalent by which to bind the parties. Further, we note that, despite Complainant's claim that the terms of the undated writing were agreed upon, we find that Agency policy, as well as the statement by the Chief Counsel, show that there was no meeting of the minds.

Addressing Complainant's contentions, it is well-established that detrimental reliance requires reasonable reliance on behalf of the party invoking detrimental reliance. See Restatement (Second) Contracts � 90. In this case, we find that there was nothing in the circumstances to indicate that Complainant should have reasonably relied on the oral agreement. Regarding Complainant's contention that the investigator was the apparent agent of the Agency, we find that this argument also fails. The Chief Counsel, in his affidavit, stated that he informed all parties that "no person could sign this agreement until it had been reviewed and signed by a member of [higher level management]." Chief Counsel Aff. at 1. Thus, Complainant was on notice that further approval was required by the Agency after the draft document was completed.

CONCLUSION

Accordingly, we find that there was no settlement agreement, and the Agency's final determination is AFFIRMED.

STATEMENT OF RIGHTS - ON APPEAL

RECONSIDERATION (M0610)

The Commission may, in its discretion, reconsider the decision in this case if the Complainant or the Agency submits a written request containing arguments or evidence which tend to establish that:

1. The appellate decision involved a clearly erroneous interpretation of material fact or law; or

2. The appellate decision will have a substantial impact on the policies, practices, or operations of the Agency.

Requests to reconsider, with supporting statement or brief, must be filed with the Office of Federal Operations (OFO) within thirty (30) calendar days of receipt of this decision or within twenty (20) calendar days of receipt of another party's timely request for reconsideration. See 29 C.F.R. � 1614.405; Equal Employment Opportunity Management Directive for 29 C.F.R. Part 1614 (EEO MD-110), at 9-18 (November 9, 1999). All requests and arguments must be submitted to the Director, Office of Federal Operations, Equal Employment Opportunity Commission, P.O. Box 77960, Washington, DC 20013. In the absence of a legible postmark, the request to reconsider shall be deemed timely filed if it is received by mail within five days of the expiration of the applicable filing period. See 29 C.F.R. � 1614.604. The request or opposition must also include proof of service on the other party.

Failure to file within the time period will result in dismissal of your request for reconsideration as untimely, unless extenuating circumstances prevented the timely filing of the request. Any supporting documentation must be submitted with your request for reconsideration. The Commission will consider requests for reconsideration filed after the deadline only in very limited circumstances. See 29 C.F.R. � 1614.604(c).

COMPLAINANT'S RIGHT TO FILE A CIVIL ACTION (S0610)

You have the right to file a civil action in an appropriate United States District Court within ninety (90) calendar days from the date that you receive this decision. If you file a civil action, you must name as the defendant in the complaint the person who is the official Agency head or department head, identifying that person by his or her full name and official title. Failure to do so may result in the dismissal of your case in court. "Agency" or "department" means the national organization, and not the local office, facility or department in which you work. If you file a request to reconsider and also file a civil action, filing a civil action will terminate the administrative processing of your complaint.

RIGHT TO REQUEST COUNSEL (Z0610)

If you decide to file a civil action, and if you do not have or cannot afford the services of an attorney, you may request from the Court that the Court appoint an attorney to represent you and that the Court also permit you to file the action without payment of fees, costs, or other security. See Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. � 2000e et seq.; the Rehabilitation Act of 1973, as amended, 29 U.S.C. �� 791, 794(c). The grant or denial of the request is within the sole discretion of the Court. Filing a request for an attorney with the Court does not extend your time in which to file a civil action. Both the request and the civil

action must be filed within the time limits as stated in the paragraph above ("Right to File a Civil Action").

FOR THE COMMISSION:

______________________________

Carlton M. Hadden, Director

Office of Federal Operations

October 22, 2010

Date

1 For the purposes of this decision, we will treat the Agency's letter as the Final Determination (FD).

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***Appeal number TX***

U.S. EQUAL EMPLOYMENT OPPORTUNITY COMMISSION

Office of Federal Operations

P.O. Box 77960

Washington, DC 20013

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0120100151