Charity Swift v. Frontier Airlines, Incorporated, 4th Cir. (2016)

UNPUBLISHED
UNITED STATES COURT OF APPEALS

FOR THE FOURTH CIRCUIT
No. 15-1261
CHARITY CHIDINMA EMERONYE SWIFT,

Plaintiff Appellant,
v.
FRONTIER AIRLINES,
JANE DOE,
INCORPORATED,
Colorado
corporation;
Defendants - Appellees.
Appeal from the United States District Court for the Eastern
District of Virginia, at Alexandria.
Anthony J. Trenga,
District Judge. (1:14-cv-01139-AJT-IDD)
Submitted:
September 18, 2015
Decided:
January 7, 2016
Before MOTZ, DIAZ, and HARRIS, Circuit Judges.
Affirmed by unpublished per curiam opinion.
Charity Chidinma Emeronye Swift, Stephen Christopher Swift,

SWIFT & SWIFT, ATTORNEYS AT LAW, P.L.L.C., Alexandria, Virginia,
for
Appellant.
Sarah
E.
Moffett,
Joseph
M.
Rainsbury,
LECLAIRRYAN, Alexandria, Virginia; Austin W. Bartlett, Paula L.
Wegman, Steven L. Boldt, Charles Ingrassia, ADLER MURPHY &
MCQUILLEN LLP, Chicago, Illinois, for Appellees.
Unpublished opinions are not binding precedent in this circuit.
PER CURIAM:
Charity Chidinma Emeronye Swift appeals from the district
courts order granting Frontier Airliness motion to enforce an
oral settlement agreement and dismissing Swifts action.
We
hold that the district court did not abuse its discretion in
enforcing the settlement agreement.
When
considering
agreement,
the
principles.
district
Thus, we affirm.
motion
court
to
enforce
applies
settlement
standard
contract
Bradley v. Am. Household Inc., 378 F.3d 373, 380
(4th Cir. 2004).
To enforce a settlement agreement under its
inherent equity power, the district court (1) must find that
the parties reached a complete agreement and (2) must be able to
determine its terms and conditions.
Inc.,
277
F.3d
district
courts
decision
to
discretion.
535,
540-41
findings
enforce
Id. at 541.
(4th
of
Hensley v. Alcon Labs.,
Cir.
fact
settlement
for
2002).
clear
agreement
We
error
for
review
and
its
abuse
of
Having second thoughts about the
results of a valid settlement agreement does not justify setting

aside an otherwise valid agreement . . . and the fact that the
agreement is not in writing does not render it unenforceable.
Id. at 540 (citations and quotation marks omitted).
Under Virginia law, * settlement agreements are treated as

contracts
subject
interpretation.
Cir. 1991).
to
the
general
principles
of
contract
Byrum v. Bear Inv. Co., 936 F.2d 173, 175 (4th
A contract is formed when the offeree communicates
its acceptance to the offeror.
See Levy v. Beach Inv. Corp.,
181 S.E.2d 607, 60708 (Va. 1971).

Swift proffers numerous arguments supporting her contention
that
no
binding
settlement
agreement
exists.
First,
Swift
asserts that her signing a release was a condition precedent to

the
creation
of
an
enforceable
agreement.
However,
when
questioned, Swifts counsel (who was also her husband) could not
reference
any
discussion
such a requirement.
was
understood,
or
other
objective
manifestation
of
While counsel claimed that the condition
although
not
explicitly
verbalized,
Virginia
courts ascertain whether a party assented to the terms of a

contract from that partys words or acts, not from his or her
unexpressed state of mind.
175
(Va.
2007).
Phillips v. Mazyck, 643 S.E.2d 172,
Virginia
courts
require
an
objective
manifestation of consent to contract terms; [a] partys silence

. . . is insufficient to show its intention to be bound by the
*
Frontier asserts that

settlement agreements arising
However, Frontier notes that
that, even if federal common
may be considered.
choice of law in the context of

under federal law is unsettled.
Swift cites to Virginia law and
law applies, Virginia common law
terms of a contract.
Id. at 176.
Because, in reaching the
agreement, no mention was made of a requirement of a subsequent

written confirmation, the fact that the release was never signed
does not undermine the existence of the prior oral settlement
agreement.
Next,
proffered
Swift
contends
release,
that
together
with
the
the
very
fact
existence
of
that
release
the
the
allegedly added additional terms and required a signature, is

proof that there was no agreement prior to a signed release.
However,
the
mere
existence
of
an
unsigned
and
subsequent
release, even if it contains additional terms, does not void a

prior oral agreement.
(Va.
App.
2001)
See Hart v. Hart, 544 S.E.2d 366, 374-75
(holding
that,
once
contract
is
formed,
attempt to add new terms does not void the contract, but rather
relates to the performance of the contract).
In addition, in
the e-mail discussions regarding the release, Swift raised no

complaint
regarding
any
of
the
allegedly
additional
terms,
undermining her assertion that the release added terms and was
fundamentally unfair.
We conclude that the fact that Frontier
drafted a written release and forwarded it to Swift for her

signature did not void the oral settlement agreement.
Next, Swift asserts that the district court erred in ruling
without
agreement.
hearing
on
the
Specifically,
motion
Swift
4
to
enforce
claims
that
the
the
settlement
following
material issues of fact existed: (1) whether there was a meeting

of the minds, (2) whether Swifts husband had authority to act
on her behalf, and (3) whether the agreement reached included an
apology.
In
determining
whether
to
enforce
settlement
agreement, if there is a substantial factual dispute over either

the agreements existence or its terms, then the district court
must hold an evidentiary hearing.
Hensley, 277 F.3d at 541.
If, however, a settlement agreement exists and its terms and

conditions
can
nonperformance
be
is
determined,
as
comparatively
enforce the agreement summarily.

We
find
that
the
long
as
unsubstantial,
the
the
excuse
for
court
may
abuse
its
Id. at 540.
district
court
did
not
discretion in summarily granting Frontiers motion to enforce

the settlement agreement.
Although Swift challenged whether a
settlement agreement existed, the district court determined that

there was no substantial factual dispute on the point, because
Swifts
claim
that
there
was
no
meeting
of
the
minds
contradicted by the record and entirely unsubstantiated.
was
Both
parties agree that Swift requested a specific sum for dismissing

her case, Frontier agreed to pay it, and the parties shook hands
on the deal.
Swifts request for an apology came later.
Nor do
we find any genuine issue of fact as to the authority of Swifts

husband (who appeared as counsel for his wife) to act on her
behalf.
5
Next,
Swift
contends
that
the
settlement
agreement
is
unenforceable because Frontiers negotiation tactics were unfair

and in bad faith.
counsel
preyed
settlement.
Specifically, Swift asserts that Frontiers
on
her
emotional
state
in
securing
an
unfair
Swift contends that the monetary settlement was
inequitable, and she would not have agreed to such an amount

absent
Frontiers
counsels
misconduct
and
her
own
emotional
state.
If inadequacy of price or inequality in value are the only
indicia
of
unconscionability,
justify equitable relief.

371,
38182
readily
(Va.
show
the
case
must
be
extreme
to
Smyth Bros. v. Beresford, 104 S.E.
1920).
that
the
Other
factors,
bargain
was
however,
legally
may
more
unfair
and
inequitable: concealments, misrepresentations, undue advantage,

oppression,
sickness,
or
old
evidence
age,
of
ignorance,
incapacity,
or
weakness
pecuniary
of
mind,
necessities.
Derby v. Derby, 378 S.E.2d 74, 79 (Va. App. 1989).

Here,
the
factors
unconscionability.
inequitable.
Nor
do
First,
is
not
the
there
support
bargain
any
that
argument
is
Frontiers
Frontier
not
counsel
preyed
on
credible.
badgered
her
Swift
or
6
was
indication
misrepresented or concealed any evidence.

asserts
finding
not
of
obviously
that
Frontier
Finally, while Swift

emotional
does
strong
state,
this
not
contend
that
armed
her
during
negotiations.
In
fact,
Swift
contends
the
Frontiers counsel pretended to be friendly.
opposite
that
Further, the offer
that was accepted was made by Swift herself, who is a lawyer and
who was represented by counsel at the settlement negotiations.
Given the undisputed facts, we conclude that the district court
did not abuse its discretion in rejecting the claim that the
contract was unconscionable.
Finally,
amounted
to
asserts
that
enters
into
Swift
a
contends
requirement
signing
the
that
that
release
agreement
would
the
she
district
sign
that
be
the
states
courts
order
release.
She
that
perjury.
she
freely
However,
the
district courts finding was that a contract existed prior to

the unexecuted release:
Frontier would pay the agreed amount in
exchange for dismissal of the suit and confidentiality.
Thus,
the release was not part of the oral contract and need not be
executed.
Thus, we affirm the district courts order.
We dispense
with oral argument because the facts and legal contentions are
adequately
presented
in
the
materials
before
this
court
and
argument would not aid the decisional process.

AFFIRMED

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UNPUBLISHED

UNITED STATES COURT OF APPEALS

CHARITY CHIDINMA EMERONYE SWIFT,

September 18, 2015

Before MOTZ, DIAZ, and HARRIS, Circuit Judges.

Affirmed by unpublished per curiam opinion.

Charity Chidinma Emeronye Swift, Stephen Christopher Swift,

Unpublished opinions are not binding precedent in this circuit.

Bradley v. Am. Household Inc., 378 F.3d 373, 380

(4th Cir. 2004).

To enforce a settlement agreement under its

Hensley v. Alcon Labs.,

Having second thoughts about the

results of a valid settlement agreement does not justify setting

Under Virginia law, * settlement agreements are treated as

Byrum v. Bear Inv. Co., 936 F.2d 173, 175 (4th

A contract is formed when the offeree communicates

its acceptance to the offeror.

See Levy v. Beach Inv. Corp.,

181 S.E.2d 607, 60708 (Va. 1971).

asserts that her signing a release was a condition precedent to

While counsel claimed that the condition

courts ascertain whether a party assented to the terms of a

Phillips v. Mazyck, 643 S.E.2d 172,

manifestation of consent to contract terms; [a] partys silence

Frontier asserts that

choice of law in the context of

Because, in reaching the

agreement, no mention was made of a requirement of a subsequent

allegedly added additional terms and required a signature, is

release, even if it contains additional terms, does not void a

See Hart v. Hart, 544 S.E.2d 366, 374-75

the e-mail discussions regarding the release, Swift raised no

We conclude that the fact that Frontier

drafted a written release and forwarded it to Swift for her

material issues of fact existed: (1) whether there was a meeting

agreement, if there is a substantial factual dispute over either

Hensley, 277 F.3d at 541.

If, however, a settlement agreement exists and its terms and

enforce the agreement summarily.

discretion in summarily granting Frontiers motion to enforce

Although Swift challenged whether a

settlement agreement existed, the district court determined that

contradicted by the record and entirely unsubstantiated.

parties agree that Swift requested a specific sum for dismissing

Swifts request for an apology came later.

we find any genuine issue of fact as to the authority of Swifts

unenforceable because Frontiers negotiation tactics were unfair

Specifically, Swift asserts that Frontiers

Swift contends that the monetary settlement was

inequitable, and she would not have agreed to such an amount

justify equitable relief.

Smyth Bros. v. Beresford, 104 S.E.

inequitable: concealments, misrepresentations, undue advantage,

Derby v. Derby, 378 S.E.2d 74, 79 (Va. App. 1989).

misrepresented or concealed any evidence.

Finally, while Swift

Frontiers counsel pretended to be friendly.