Marett v. Metropolitan Transportation Authority

Background

Lucia Marett and Alan Posner brought a proposed class action against the Metropolitan Transportation Authority and New York City Transit Authority. Their claims arose under Title II of the Americans with Disabilities Act, Section 504 of the Rehabilitation Act, and the New York City Human Rights Law. They alleged that the defendants failed to provide paratransit service that was reasonably accessible to and independently usable by visually impaired people.

The parties participated in settlement discussions. On May 22, 2020, plaintiffs’ counsel stated by email that the plaintiffs had agreed to the proposed injunctive relief and had waived fees and expenses. Counsel attached a proposed confidential settlement agreement, which included a contingent obligation concerning the defendants’ two-way radio communication. The defendants later described the matter as a “settlement in principle,” said they would provide a counterproposal, and circulated a revised draft. The parties disagreed about the draft, and the defendants eventually moved to enforce what they claimed was a binding settlement reached on May 22.

Report and Recommendation

Magistrate Judge Robert W. Lehrburger recommended denying the motion. No party filed objections. Judge Daniels therefore reviewed the report for clear error, found none, and adopted it in full.

Settlement-Enforcement Analysis

The court applied four factors used to determine whether parties intended to be bound without signing a final written agreement: whether they expressly reserved the right not to be bound without a writing; whether there was partial performance; whether all terms had been agreed upon; and whether the agreement was the type usually put in writing.

The first factor weighed against enforcement. The plaintiffs’ May 22 email referred to the proposed agreement and questioned whether it matched the defendants’ offer. The proposed agreement also stated that it would become effective only when fully executed. The defendants’ later reference to a “settlement in principle,” a “draft settlement agreement,” and a forthcoming counterproposal likewise indicated that they did not intend to be bound immediately.

The second factor was neutral. The defendants did not claim that they had begun carrying out the proposed remedial actions. Drafting the agreement and pausing litigation did not establish partial performance, particularly because those actions were not previously agreed terms and no party had performed or accepted performance of the proposed injunctive provisions.

The third factor weighed against enforcement because at least one material term remained unresolved. The plaintiffs’ proposal included a contingent obligation concerning two-way radio communication without a time limit. Rather than treating that provision as outside the agreement, the defendants sought to negotiate it in their counterproposal.

The fourth factor also weighed against enforcement. The court concluded that the parties would expect the settlement to become binding only after it was memorialized in a more formal and complete written document. The parties’ disagreement over material terms further supported that conclusion.

Disposition

Judge Daniels held that the first, third, and fourth factors strongly supported denying enforcement, while the second factor was neutral. The court concluded that the parties did not intend to be bound when plaintiffs’ counsel assented to the proposed remedial actions in the May 22 email. The Report and Recommendation was adopted, and the defendants’ motion to enforce the settlement agreement was denied. The Clerk of Court was directed to close the motions at ECF Nos. 46 and 50.