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KeyCorp v. Holland

United States District Court, N.D. Texas, Dallas Division

July 5, 2017

KEYCORP, Plaintiff,
ALLISON HOLLAND, et al., Defendants.

         *This memorandum opinion and order was filed under seal on July 5, 2017. This unsealed version is being filed with the redactions requested by the parties.



         Plaintiff KeyCorp (“Key”) moves to enforce an alleged settlement agreement reached with defendant Allison Holland (“Holland”) on November 16, 2016 (“Settlement Agreement”). Holland opposes the motion, contending that the Settlement Agreement does not comply with Tex.R.Civ.P. 11 (hereafter, “Rule 11”), and that it is unenforceable because there was no meeting of the minds on all material terms. For the reasons that follow, the court grants Key's motion to enforce the settlement agreement and denies its request to compel any discovery other than what is required by the terms of the enforced Settlement Agreement.


         Key is a retail and commercial bank for which Holland worked from August 2009 to July 2015. Prior to her departure from Key to work for Capital One Financial Corporation (“Capital One”), Holland emailed her Outlook Contact List from her work email to her personal email account. After Holland began working at Capital One, she also requested a quote memo template from a Key employee. The employee emailed Holland at her Capital One account a quote for a completed Key transaction. This quote memo was marked confidential and contained financial information for the transaction, including Key's comments on winning the deal.

         As a result of these transactions, Key sued Holland, another former Key employee, and Capital One, alleging trade secret misappropriation and breach of her employment agreement with Key. While the lawsuit was pending, Holland and Key discussed settlement and came to an agreement on many terms, including payment, release of claims, and Holland's obligation to be subject to a “prompt deposition.” P. Br. 2. Key simultaneously pursued a preliminary injunction against Holland and the other former Key employee. Key asked for injunctive relief similar to some terms within the alleged Settlement Agreement, including ordering Holland to submit to computer forensic examinations and removal of Key information, extending and enforcing Holland's non-solicitation agreement, and restraining Holland from using or disclosing confidential, proprietary, and trade secret information.

         In December 2016 Holland requested “to substitute performance for the ‘prompt deposition' term.” Id. 19. Key maintains that it agreed to substitute performance due to “Holland's fears of submitting to a deposition while Capital One was still in the case.” Id. The parties allegedly agreed that the “prompt deposition” term “could be performed by: (a) a declaration executed by Holland, (b) comprehensive admissions by Holland, (c) ___, and (d) Key's reservation of rights to take Holland's deposition in the future, if necessary.” Id; see D. Br. 9. Holland provided declarations, but the admissions remained in negotiations.

         On January 24, 2017 the court granted in part and denied in part Key's motion for a preliminary injunction. The court enjoined Holland from using or disclosing Key's confidential, proprietary, and trade secret information, including prospect lists, proprietary analytical tools known as “sizers, ” proprietary client memoranda and templates, market research, and other confidential and trade secret information, but it otherwise denied Key's motion as to Holland. After the court issued its ruling, Holland sent Key an email stating, “All settlement proposals from Holland are withdrawn. Will be available to discuss alternative terms of resolution terms tomorrow.” P. App. 60. Key now moves to enforce the Settlement Agreement allegedly formed on November 16, 2017. Key also requests that the court compel Holland to provide the remainder of the agreed upon “Alternative Discovery, ” such as the requested admissions, as a substitute for the prompt deposition term. P. Br. 21.


         “‘[A]lthough federal courts possess the inherent power to enforce agreements entered into in settlement of litigation, the construction and enforcement of settlement agreements is governed by the principles of state law applicable to contracts generally.'” Lockette v. Greyhound Lines, Inc., 817 F.2d 1182, 1185 (5th Cir. 1987) (quoting Lee v. Hunt, 631 F.2d 1171, 1173-74 (5th Cir. Unit A Dec. 1980)); Borden v. Banacom Mfg. & Mktg., Inc., 698 F.Supp. 121, 123 (N.D. Tex. 1988) (Sanders, J). Because Texas law controls this case, Rule 11 also applies. See Anderegg v. High Standard, Inc., 825 F.2d 77, 80 (5th Cir. 1987); Condit Chem. & Grain Co. v. Helena Chem. Corp., 789 F.2d 1101, 1102-03 (5th Cir. 1986).

         Rule 11 provides that “no agreement between attorneys or parties touching any suit pending will be enforced unless it be in writing, signed and filed with the papers as part of the record, or unless it be made in open court and entered of record.” Because Texas contract law applies to settlement agreements, the agreement must contain all material terms and be “sufficiently definite to enable the court to understand the parties' obligations.” Liberto v. D.F. Stauffer Biscuit Co., 441 F.3d 318, 323 (5th Cir. 2006) (citing Fort Worth Indep. Sch. Dist. v. City of Fort Worth, 22 S.W.3d 831 (Tex. 2000)). Thus “[w]here an essential term is open for future negotiation, there is no binding contract.” T.O. Stanley Boot Co. v. Bank of El Paso, 847 S.W.2d 218, 221 (Tex. 1992). “Evidence of the parties' intent to enter into a binding agreement is also required.” Estate of Martineau v. ARCO Chem. Co., 203 F.3d 904, 910 (citing Premier Oil Refining Co. v. Bates, 367 S.W.2d 904, 907 (Tex. Civ. App. 1963, writ ref'd n.r.e.)).

         Further, a district court can enforce a settlement agreement where the parties have agreed to the materials terms and one party later refuses to execute a formal agreement. See Weaver v. World Fin. Corp. of Tex., 2010 WL 1904561, at *2 (N.D. Tex. May 12, 2010) (Fish, J.) (citing Daftary v. Metro. Life Ins. Co., 136 F.3d 137, 1998 WL 30059, at *1 (5th Cir. Jan. 12, 1998) (per curiam)). “‘Where a party has knowingly and voluntarily agreed to settle his claims and no change of circumstances warrants repudiation of the agreement, the courts will enforce the settlement agreement.'” Id. (quoting Bell v. Schexnayder, 36 F.3d 447, 449 (5th Cir. 1994)).


         The court considers first whether the alleged Settlement Agreement satisfies the requirements of Rule 11, that is, that the agreement must be “in writing, signed ...

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