United States District Court, D. Arizona
MEMORANDUM OF DECISION AND ORDER
STEPHEN M. McNAMEE, Senior District Judge.
Pending before the Court is Defendants' motion to enforce settlement agreement. (Doc. 86.) The motion is fully briefed. (Docs. 87, 88, 91.) The parties entered into a Settlement Agreement ("Agreement") to resolve litigation in October 2013. Defendants move to enforce the Agreement contending that Plaintiffs have since failed to abide by the terms of the Agreement. Plaintiffs claim that the Agreement cannot be enforced as it is void due to a number of factors, including lack of mutual consent, unilateral mistake, or mutual mistaken fact. The Court, having considered Defendants' motion and the briefing submitted by the parties, will grant Defendants' motion and enforce the settlement agreement.
The terms of the Agreement require that Plaintiffs dismiss the action before the Court within five days of receiving the copy of the Agreement signed by the Defendants, that Plaintiffs pay $370, 000 as a discounted payoff on the foreclosed mortgage loan, and that the Defendants rescind the foreclosure sale and restore title to the Plaintiffs as it existed prior to the foreclosure sale, and then record a satisfaction of mortgage. (Doc. 86 at 3; Doc. 86-2 at 6-7.) According to the Agreement, after the Agreement was executed in October 2013 Plaintiffs were to file a stipulation for dismissal with prejudice. (Doc. 86-2 at 7.) Plaintiffs have not done so.
Plaintiffs claim to have discovered a superior lien in November 2013 while conducting a preliminary title report. (Doc. 86 at 6.) The beneficiary of the newly discovered superior lien is a business partner of the Plaintiffs. (Doc. 87-2 at 9, 11; Doc. 86-1 at 2.) Plaintiffs claim not to have known about the superior lien at the time of the Agreement. (Doc. 88 at 2.) Defendants posit that this is irrelevant, as the condition of the title was never part of the Agreement.
Standard of Review
The Court has broad power to enforce settlement agreements. See, e.g., Callie v. Near , 829 F.2d 888, 890 (9th Cir. 1987). However, "where material facts concerning the existence or terms of an agreement to settle are in dispute, the parties must be allowed to have an evidentiary hearing." Id.
A federal court sitting in diversity applies state substantive law. See Hambleton Bros. Lumber Co. v. Balkin Enterprises, Inc. , 397 F.3d 1217, 1227 (9th Cir. 2005). Generally, the construction and enforcement of settlement agreements are governed by general contract principles under state law. See Hisel v. Upchurch , 797 F.Supp. 1509, 1517 (D. Ariz. 1992).
1. Mutual Consent.
A binding contract requires that the parties mutually agree to its terms. See e.g., Carrol v. Lee, 148 Ariz. 10, 13, 712 P.2d 723, 726 (1986). Plaintiffs claim that the Agreement is void as the parties failed to mutually agree to the same intended meaning. Specifically, Plaintiffs claim that their negotiations were for property "free and clear of any lien." (Doc. 87 at 2.) Defendants argue the terms of the Agreement were for what was stated, a reduced payoff of the loan that Plaintiffs borrowed from the Defendants. (Doc. 91 at 2.)
Plaintiffs' argument falls flat. Plaintiffs fail to point to any evidence suggesting their subjective intent to join the Agreement contingent upon the property being free of superior liens. As read, the Agreement is for a discounted payoff of a loan. (Doc. 96-2 at 6.) Defendants provided no warranty as to title. Nowhere in the email correspondence prior to Agreement is there any indication of Plaintiffs' intent that the title be free of superior liens. Defendants' first description of the condition of title was not until November 20, 2013 (Doc. 86-2 at 30), and was offered gratuitously to aid Plaintiffs in obtaining a loan to pay off the reduced loan amount. This correspondence, that Plaintiffs argue is evidence of defense counsel clarifying the terms of the Agreement (Doc. 87 at 3), was more than one month after the Agreement was executed, and nearly a month after Plaintiffs were required to file a motion to dismiss this action with prejudice. (Doc. 87-2 at 24.) The Court will enforce the Agreement in accordance with the terms that the parties objectively agreed to at the time.
2. Unilateral or Mutual Mistake.
The Agreement will only be void due to unilateral mistake if the mistake was material, is adverse to the mistaken party, the mistaken party does not bear the risk of mistake, and that the other party had reason to know of the mistake. See U.S. v. Talley Defense Systems, Inc. , 393 F.Supp.2d 964, 972 (D. Ariz. 2005). Additionally, the Agreement is void due to mutual mistake if the mistake was to a material element and the party seeking rescission did not bear the risk of mistake. See Nelson v. Rice , 198 Ariz. 563, 566, 12 P.3d 238, 241 (App. 2000). The Restatement (Second) of Contracts § 154 clarifies which party carried the burden of the risk. Id . A party bears the risk when the risk is allocated to it by the agreement. Id . § 154(a). In addition, a party bears the risk if "he ...