## Facts

- Katrina Conway, a former employee, brought a federal employment discrimination action and pursued multiple related suits against Brooklyn Union Gas Co. and certain employees.
- During litigation, Conway was represented by counsel (Marshall Bellovin) in the principal federal action and participated in court conferences while generally deferring to counsel on final settlement positions.
- At a settlement conference on January 18, 2001, the parties agreed to key non-monetary terms: converting Conway’s termination to a resignation, providing a neutral reference, and requiring Conway to withdraw all pending related lawsuits and refrain from filing new ones arising from her employment.
- After further negotiations on money, on February 9, 2001, Conway’s counsel advised the court and opposing counsel that Conway accepted $40,000 and that the parties had agreed on all material settlement terms.
- Conway soon sent a letter indicating she disagreed with aspects of the settlement and wanted to dismiss only some lawsuits; the court asked counsel to confirm his authority.
- Counsel consulted with Conway and then reaffirmed to the court that Conway agreed to the settlement on the previously stated terms, including the $40,000 payment and dismissal/release of all related claims.
- Months later, Conway attempted to repudiate the settlement, sought more money and/or the ability to continue related litigation, and ultimately withdrew counsel’s settlement authority in June 2001.
- Brooklyn Union moved to enforce the settlement and also requested an injunction barring further related filings and an award of attorneys’ fees.

## Issues

1. Whether an oral settlement agreement was enforceable where counsel confirmed assent to all material terms but no final writing was executed, and whether counsel had authority to bind the client.
2. Whether the court should enter an injunction restricting Conway from filing additional actions related to her employment dispute.
3. Whether Brooklyn Union was entitled to attorneys’ fees incurred in enforcing the settlement.

## Decision

- The court enforced the settlement agreement and bound Conway to its terms, including payment of $40,000 and dismissal/release of related claims.
- The court denied Brooklyn Union’s request for an injunction against future filings.
- The court denied Brooklyn Union’s request for attorneys’ fees.

## Legal Principles

- Settlement enforcement is governed by federal law informed by general contract principles; an oral settlement can be binding even if the parties anticipate a later written agreement.
- In assessing whether parties intended to be bound without a signed writing, courts consider: (1) any express reservation not to be bound absent a signed agreement, (2) partial performance, (3) agreement on all material terms, and (4) whether the agreement is the type usually reduced to writing.
- An attorney may bind a client to a settlement where the attorney has at least apparent authority, shown by the client’s conduct permitting the attorney to negotiate and communicate agreement on the client’s behalf, absent timely revocation.
- A party’s later dissatisfaction with settlement terms or change of mind does not invalidate an otherwise complete agreement formed by mutual assent to material terms.
- Pre-filing injunctions are extraordinary and require a strong showing of vexatious or abusive litigation; multiple filings alone may be insufficient.
- Attorneys’ fees for enforcing a settlement require a contractual or statutory basis or a clear showing of bad faith warranting sanctions.

## Conclusion

The court held that counsel’s confirmation of Conway’s assent created an enforceable settlement on all material terms despite the absence of a signed document, and it declined to impose additional restraints or sanctions because the standards for a pre-filing injunction and fee shifting were not met.


Conway v. Brooklyn Union Gas Co., 236 F. Supp. 2d 241 (E.D.N.Y. 2002)