Lemberg v. San Francisco Opera Association
- Maxine Chesney
- 3:17-cv-06641
- U.S. District Court · Northern District of California
- 9
In Lemberg v. San Francisco Opera Association, Judge Chesney enforced the settlement, dismissed the case, denied some fees, and deferred the remaining fee request.
Ann Marilyn Lemberg and the San Francisco Opera Association; the ruling enforced their settlement, dismissed the action, denied fees for the settlement conference, and deferred the remaining fee request.
What happened
Ann Marilyn Lemberg represented herself in a dispute with the San Francisco Opera Association. The Opera asked the court to enforce a settlement agreement, arguing that Lemberg had accepted it through signed documents and later emails. Lemberg argued that the agreement was not binding and referred to economic pressure and alleged misrepresentations.
The court found that Lemberg had accepted the Opera’s settlement offer even though she requested changes. Under California law, the court said, an acceptance can create a contract when it is unqualified, even if it includes a request to change the terms. The court also found no evidence of economic duress or fraud that would prevent enforcement.
Judge Maxine Chesney granted the Opera’s motion to enforce the settlement and dismissed the case. She denied the Opera’s request for fees and costs related to a court-ordered settlement conference, but deferred ruling on the remaining fee request and gave the Opera until August 31, 2020, to provide additional information.
The detailed version
- Lemberg v. San Francisco Opera Association · No. 3:17-cv-06641
- Maxine Chesney
- Aug. 24, 2020
Background
The San Francisco Opera Association asked the court to enforce a confidential settlement agreement with Ann Marilyn Lemberg and to award attorney’s fees and costs incurred in bringing the enforcement motion. Lemberg proceeded without a lawyer and opposed the motion. The court stated that the central issue was whether Lemberg accepted the Opera’s settlement offer.
Settlement Formation
The court applied California contract law. It explained that a contract requires, among other things, mutual consent, and that consent is judged objectively by the parties’ words and actions rather than by unexpressed intentions.
After months of negotiations, the Opera sent Lemberg the settlement agreement and asked her to return signed copies of the signature page and a dismissal stipulation. Lemberg returned signed documents while referring to requested changes to certain language. The Opera’s counsel asked whether she accepted the existing offer while merely asking that the changes be considered. Lemberg answered, “The answer is yes.” In later communications, she acknowledged signing the agreement, asked the Opera to perform its obligations, and stated that she would “live with” the agreement even if the requested changes were not made.
The court found that Lemberg’s response and later communications showed an unqualified acceptance. It held that an enforceable settlement agreement resulted even though Lemberg expressed dissatisfaction and requested changes.
Duress and Fraud
The court considered whether economic duress or fraud prevented enforcement. Lemberg stated that she was without housing, had health problems, and signed under duress. The court found no evidence that the Opera committed a wrongful act or that Lemberg had no reasonable alternative. It also found that Lemberg presented no evidence supporting her allegation that the Opera had lied to her or that any statement was knowingly false.
The court therefore found no legally sufficient basis to refuse enforcement of the settlement.
Fees and Costs
The settlement agreement allowed the prevailing party to recover reasonable attorney’s fees and costs incurred in an action to enforce the agreement or obtain compensation for a breach. The Opera sought $20,650, including $14,750 for work on the enforcement motion and $5,900 for work connected to a court-ordered settlement conference.
The court denied the request for fees related to the settlement conference because that conference was not part of a proceeding to enforce the agreement or obtain compensation for a breach. The court deferred ruling on the remaining fee request and directed the Opera to file a supplemental declaration with a detailed breakdown by August 31, 2020.
Disposition
Judge Maxine M. Chesney granted the Opera’s motion to enforce the settlement and dismissed the action. The court denied the Opera’s fee request relating to the settlement conference and deferred ruling on the balance of the fee request. The order did not state whether the dismissal was with or without prejudice.
Read the full 9-page opinion on CourtListener, the free public archive maintained by the Free Law Project.