POWE v. BIOLIFE

UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF INDIANA
INDIANAPOLIS DIVISION
JOHN M. POWE, 	)
)
Plaintiff, 	)
)
v. 	) 	No. 1:24-cv-01912-JRS-MKK
)
BIOLIFE, 	)
)
Defendant. 	)
REPORT & R ECOMMENDATION
Before the Court is Defendant BioLife Plasma, L.L.C.'s motion seeking
enforcement of a settlement agreement reached in this case brought under Title VII
of the Civil Rights Act of 1964 ("Title VII"), 42 U.S.C. 2000e et seq., under 42 U.S.C.
§ 1981 ("§ 1981"), and under the Family Medical Leave Act ("FMLA"), 29 U.S.C.
§ 2601 et seq. For the reasons explained below, the undersigned RECOMMENDS
that the District Judge GRANT Defendant's Motion to Enforce Settlement
Agreement, Dkt. [61].
I. 	B ACKGROUND
On October 29, 2024, Plaintiff John M. Powe ("Powe" or "Plaintiff"), filed his
pro se complaint alleging racial discrimination and sexual harassment in the
workplace, in violation of Title VII and § 1981. (Dkt. 1 at 3–4). On January 2, 2025,
Attorney Christopher Myers ("Attorney Myers") filed his appearance on behalf of
Plaintiff. (Dkt. 6). On April 23, 2025, Plaintiff filed his First Amended Complaint in
which he added claims of failure to accommodate and retaliation in violation of the
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FMLA and the Americans with Disabilities Act ("ADA"), 42 U.S.C. § 12111 et seq.
(Dkt. 28). On May 6, 2025, Defendant BioLife Plasma, L.L.C. ("BioLife" or the
"Company" or "Defendant") filed a partial motion to dismiss the ADA claims. (Dkt.
31). On July 3, 2025, Plaintiff filed a second amended complaint, alleging only
violations of Title VII, § 1981, and the FMLA. (Dkt. 39). On August 1, 2025,
Defendant answered Plaintiff's second amended complaint. (Dkt. 42).
On September 9, 2025, the parties and their counsel appeared for a video
settlement conference with the Magistrate Judge. (Dkt. 50). At the conclusion of the
conference, the undersigned presented a mediator's proposal to both parties. (Id.;
see also Dkt. 63-1 at 1–2 (sealed exhibit) (email from Court)). On September 11,
2025, the Court announced that both parties had accepted the mediator's proposal
and ordered the parties to submit an executed settlement agreement to the
Magistrate Judge no later than September 15, 2025. (Dkt. 50; see also Dkt. 63-1 at
1).
The parties failed to forward the written settlement agreement to the
Magistrate Judge by the deadline, so the Court scheduled a telephonic status
conference for September 18, 2025. (Dkt. 51). At that conference, the parties
discussed finalizing the written settlement agreement and indicated that they had
reached an agreement in principle regarding the timing of payment(s). (Dkt. 53).
The Court ordered the parties to forward the executed settlement agreement to the
Magistrate Judge no later than October 3, 2025. (Id.). The parties failed to do so.
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On October 20, 2025, the parties again met with the Magistrate Judge to
discuss the status of the settlement agreement, and the Court extended the
deadline for submission of the fully executed copy of the agreement to October 22,
2025. (Dkt. 54). That day came and went.
On October 29, 2025, Plaintiff and counsel for both parties appeared for a
telephonic status conference with the Magistrate Judge and discussed the status of
settlement. (Dkt. 57). Following the conference, Plaintiff's counsel advised the Court
that the parties had reached an impasse. (Id.).
On November 14, 2025, Defendant filed a motion to enforce the settlement
agreement. (Dkt. 61). One week later, Attorney Myers filed a motion to withdraw
his appearance on behalf of Plaintiff. (Dkt. 66). On December 18, 2025, Plaintiff,
Attorney Myers, and counsel for Defendant appeared for a telephonic status
conference with the Magistrate Judge. (Dkt. 75). Plaintiff and his counsel indicated
that their attorney-client relationship was irretrievably broken, and Plaintiff
indicated his desire to continue as a pro se litigant. (Id.). The Court granted
Attorney Meyers' motion to withdraw his appearance. (Id.).
II. 	P RESENT MOTION
As noted, Defendant filed the present motion to enforce the settlement
agreement on November 14, 2025. Dkt. [61]. Plaintiff responded in opposition on
November 21, 2025, (Dkt. 68), and Defendant filed its reply brief on December 9,
2025, (Dkt. 72).
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Defendant argues that Plaintiff entered into a binding settlement agreement
upon acceptance of the mediator's proposal. (Dkt. 62 at 6). Defendant further argues
that the terms of the mediator's proposal featured adequate consideration from both
parties, and that the parties' acceptance of the proposal thus gave rise to a valid
enforceable contract. (Id.). Additionally, Defendant argues that the parties
subsequently agreed upon the remaining terms of the written settlement
agreement. (Id. at 7). Defendant avers that its willingness to address Plaintiff's
concern that he would experience an income gap of about 30 days between the
period of his resignation and the first settlement payment by proposing to
accelerate the payment of his accrued vacation and holiday pay was never a
material term of the parties' negotiations (or even contemplated by the mediator's
proposal). (Id. at 3, 6–7). Yet, argues Defendant, Plaintiff used this additional
accommodation by Defendant as the sole basis for walking away from the otherwise
negotiated and legally binding settlement agreement. (Id.). Defendant asks the
Court to enforce the terms of the mediator's proposal as well as all remaining
obligations agreed upon by the parties. (Id. at 7).
In response, Plaintiff argues that the parties never reached a meeting of the
minds because he never provided unconditional acceptance and because material
terms of the agreement remained unsettled following his acceptance of the
mediator's proposal. (Dkt. 68 at 1). Plaintiff argues that essential terms were
missing from the written draft agreement and that his conditional emails were
counteroffers and not acceptance. (Id. at 4). Plaintiff avers that because the
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mediator's proposal required a final written agreement and because he never signed
such an agreement, no enforceable settlement exists. (Id. at 7). Plaintiff further
asserts that he did not provide his counsel with express, unconditional
authorization to accept the settlement on his behalf. (Id. at 3, 5). Plaintiff argues
that his acceptance of the mediator's proposal was not knowing or voluntary
because he felt pressure from his own counsel to accept the proposal. (Id. at 6).
In its reply, Defendant asserts that the mediator's proposal "set forth the core
material terms necessary to resolve the underlying lawsuit," even if it "was not
intended to be . . . the 'final agreement.'" (Dkt. 72 at 2). The Court instructed the
parties to work through the remaining (non-material) terms of the agreement. (Id.).
But their inability to negotiate subsequent non-material terms after agreeing to the
material terms did not undo their valid settlement agreement, Defendant argues.
(Id. at 3).
III. 	FINDINGS OF FACT1
The undersigned has carefully considered the briefs and exhibits offered by
both sides.2 On this record, the undersigned makes the following findings of fact.
On September 9, 2025, the parties engaged in a settlement conference with
the Magistrate Judge, appearing in person and by counsel via video conferencing.
1 Any finding of fact should be deemed a conclusion of law to the extent necessary, and vice versa.
2 Plaintiff's response brief, (Dkt. 68), has an exhibit list and placeholders for attached exhibits, (Dkt.
68-1), but no actual exhibits are attached to the docket filing. Therefore, in terms of exhibits, the
Court relies solely on the sealed and redacted exhibits attached to Defendant's brief, (Dkts. 62-1, 62-
2, 62-3, 62-4, 62-5, 62-6, 62-7, 63-1, 63-2, 63-3). Plaintiff does not contest the veracity of Defendant's
exhibits. (See, e.g., Dkt. 68 at 6 ("Defendant's exhibits show continued drafting, unresolved terms,
and repeated requests for revisions. These communications occurred after mediation and
demonstrate that the agreement remained open and incomplete")).
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(Dkt. 50). At the conclusion of the conference, the undersigned presented a
mediator's proposal to both parties (via email), and instructed the parties, through
their counsel, to respond via email by September 10, 2025, to state whether they
accepted or rejected the proposal. (Dkt. 63-1 at 1; see also Dkt. 50). The mediator's
proposal set forth the following terms: (1) the exact settlement amount Defendant
was to pay Plaintiff; (2) how Defendant was to make this payment to Plaintiff (i.e.,
three separate checks); (3) a requirement that Plaintiff execute a global release and
dismiss his complaint; (4) a requirement that Plaintiff resign upon execution of the
settlement agreement and agree to a no-rehire provision; (5) a requirement that
Defendant provide a neutral reference; and (6) a requirement that the parties work
together to finalize and execute a written settlement agreement that was to include
confidentiality and non-disparagement provisions. (Dkt. 63-1 at 2). The mediator's
proposal concluded with the following statement:
After I receive responses from both parties, I will inform
everyone whether a resolution has been reached. If at least
one party rejects the proposal, I will inform everyone that
a resolution has not been reached (i.e., I will not inform you
of the other side's position if you reject the proposal).
Please note that this proposal is contingent on the parties
working together to memorialize all terms in a written
settlement agreement. In other words, if both sides accept
the proposal, there will be no final agreement until all
remaining terms have been finalized and put in writing.
(Id. at 2). Both parties accepted the mediator's proposal by the deadline, and on
September 10, 2025, the Court ordered the parties to forward an executed
settlement agreement to the Court no later than September 15, 2025. (Dkt. 63-1 at
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1 (initial Court Order sent via email on September 10, 2025); see also Dkt. 50
(written Court Order on September 11, 2025)).
On September 15, 2025, the parties reported to the Magistrate Judge that
they were still working through the timing of the processing of the settlement
checks and its relation to Plaintiff's resignation. (Dkt. 62-2 at 1). The parties
requested a status conference with the Magistrate Judge to discuss these issues.
(Id.). At the status conference, held on September 18, 2025, Plaintiff's counsel
indicated that Plaintiff was concerned about a 30-day gap in income he would
experience between the date of his resignation (which according to the terms of the
agreement was to occur upon signing of the settlement agreement) and the receipt
of his settlement funds. (Dkts. 62 at 3; see also Dkt. 53). Plaintiff's counsel indicated
that Plaintiff desired an advancement of funds upon signing or a period of continued
employment after signing the settlement agreement. (See Dkt. 62-2 at 1 (email
requesting status conference to discuss timing of payment relative to Plaintiff's
resignation)). Defendant proposed that it could advance to Plaintiff his accrued
vacation and holiday pay within 48 hours after execution of the written agreement
instead of waiting the usual three-week period after employment termination. (Dkt.
62 at 3). Defendant made clear that the accrued holiday and vacation pay were
funds to which Plaintiff was already entitled. (Id.). Plaintiff's counsel indicated that
the accelerated payment of the accrued holiday and vacation pay successfully
addressed Plaintiff's concern, and the parties reached an agreement in principle
regarding the accelerated payment of these funds. (Id.; see also Dkt. 53). The Court
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ordered the parties to submit an executed settlement agreement to the Magistrate
Judge by October 3, 2025. (Dkt. 53).
On September 22, 2025, defense counsel contacted Plaintiff's counsel and
provided a draft settlement agreement. (Dkt. 62-3 at 1). Defense counsel indicated
that Plaintiff's resignation date was missing from the draft settlement agreement
and that Defendant needed to confirm agreement on the breakdown of settlement
checks. (Id.). Defense counsel also requested that Plaintiff's counsel forward the
required tax forms to complete the settlement payment(s). (Id.). The draft
settlement agreement did not contain any mention of the accelerated payment of
Plaintiff's entitlement to accrued holiday and vacation pay. (Dkt. 63-2).
On September 24, 2025, defense counsel contacted Plaintiff's counsel to
confirm that Defendant had approved the breakdown of the settlement checks and
requested a response from Plaintiff regarding the resignation date and his approval
of the draft. (Id.). On October 13, 2025, Plaintiff emailed Attorney Myers, stating:
Dear Mr. Myers,
I've reviewed the settlement draft, and I want to confirm
one detail before signing.
On page 5, paragraph 11, it states that the settlement sum
represents the entire amount due to me and that no
additional wages, vacation, holiday pay, or other benefits
are owed.
I want to ensure that I will still receive:
My remaining grant vacation pay, and
My holiday pay that are currently due to me through
payroll.
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Please confirm that these amounts are not waived or
included in the settlement sum and that I will still receive
them as part of my regular earned compensation.
Will you have this clarification added to the settlement
agreement language to avoid any misunderstanding?
Thank you for your time and assistance in making sure this
detail is clearly documented before I sign.
Sincerely,
John Powe
(Dkt. 62-4 at 2). That same day, Plaintiff's counsel forwarded Plaintiff's email to
defense counsel3 and requested that defense counsel clarify in the settlement
agreement that Plaintiff's concerns, as voiced in the email, were addressed in the
written agreement. (Id. at 1).
On October 20, 2025, defense counsel forwarded to Attorney Myers a revised
settlement agreement whose only modifications were to Paragraph 11, which, in the
original draft, read:
11. Affirmations. 	Powe is not entitled to (sic) and the
Settlement Sum or Additional Consideration would not be
issued in whole or in part to him or on his behalf but for
execution of this Agreement and fulfillment of the promises
contained herein. Powe affirms he has been paid and
received all leave (paid or unpaid), compensation, wages,
bonuses, 	overtime, 	and 	benefits 	to 	which 	he 	may 	be
entitled from his employment with the Company and that
no other leave (paid or unpaid), compensation, wages,
3 By affirmatively referencing discussions that he had with his attorney in his response in opposition
to Defendant's Motion, (see, e.g., Dkt. 68 at 2–5), Plaintiff waived the attorney-client privilege with
respect to those conversations. See Garcia v. Zenith Electronics Corp., 58 F.3d 1171, 1175 n.1 (7th
Cir. 1995) ("We note that the attorney-client privilege is generally waived when the client asserts
claims or defenses that put his attorney's advice at issue in the litigation."); Linet Americas, Inc. v.
Hill-Rom Holdings, Inc., 740 F. Supp. 3d 685, 693 (N.D. Ill. 2024) ("An implied waiver 'occurs when a
client asserts claims or defenses that put his or her attorney's advice at issue in the litigation."))
(citation omitted).
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bonuses, overtime, and benefits are due to him, except as
provided for in this Agreement, including the Additional
Consideration described in Paragraph 3(a). Powe affirms
he has reported all work-related injuries suffered during
his 	employment 	and 	any 	and 	all 	concerns 	regarding
suspected ethical and compliance issues or violations on
the part of the Company and any of the other Releases.
(Dkt. 63-2 at 6; see also Dkt. 62 at 4). In the revised version, Paragraph 11 read:
11. Affirmations. 	Powe is not entitled to the Settlement
Sum and it would not be issued in whole or in part to him,
or on his behalf, but for execution of this Agreement and
fulfillment of the promises contained herein. The Parties
understand and acknowledge 	the 	Company, 	consistent
with its ordinary practice, will pay out Powe's accrued
vacation and holiday pay ("Accrued Compensation") upon
his 	resignation. 	The 	parties 	likewise 	understand 	and
acknowledge the Company will endeavor to make the
Accrued Compensation available to Powe at or around 48
hours following the Company's receipt of the fully executed
Agreement. Nothing in this Agreement, however, shall be
construed as creating any duty or obligation around the
Accrued Compensation discussed in this Paragraph 11.
Apart from the Accrued Compensation, Powe affirms he
has been paid and received all leave (paid or unpaid),
compensation, wages, bonuses, overtime, and benefits to
which he may be entitled from his employment with the
Company 	and 	that 	no 	other 	leave 	(paid 	or 	unpaid),
compensation, wages, bonuses, overtime, and benefits are
due to him, except as provided for in this Agreement. Powe
affirms he has reported all work-related injuries suffered
during his employment and any and all concerns regarding
suspected ethical and compliance issues or violations on
the part of the Company and any of the other Releases.
(Dkt. 63-3 at 5; see also Dkt. 62 at 4).
That same day, the parties, by counsel, met with the Magistrate Judge and
informed the Court that they had finalized an agreement. (Dkt. 54; see also Dkt. 62
at 4). Attorney Myers informed the Court that he had sent the finalized agreement
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to Plaintiff for his signature that day. (Dkt. 62 at 4). The Court, then, extended the
deadline for submitting the fully executed agreement to the Court to October 22,
2025. (Dkt. 54).
On October 29, 2025, Plaintiff, Attorney Myers, and defense counsel met with
the Magistrate Judge for another status conference. (Dkt. 57). At the conference,
Plaintiff stated that he disputed the language used in the written agreement
related to the payment of his accrued holiday and vacation time but did not specify
what his dispute was. (Dkt. 62 at 5). Following the conference, Plaintiff's counsel
contacted the Court to inform that the parties had reached an impasse. (Dkt. 57).
IV. 	LEGAL S TANDARD
“State contract law governs issues concerning the formation, construction,
and enforcement of settlement agreements.” Am. Homeland Title Agency, Inc. v.
Robertson, 348 F. Supp. 3d 852, 863 (S.D. Ind. 2018) (quoting Beverly v. Abbott
Labs., 817 F.3d 328, 333 (7th Cir. 2016)); see also Pohl v. United Airlines, Inc., 213
F.3d 336, 338 (7th Cir. 2000) ("[i]ssues regarding the formation, construction, and
enforceability of a settlement agreement are governed by local contract law"). The
Indiana Court of Appeals has explained:
Generally, a settlement agreement is not required to be in
writing. The existence of a contract is a question of law, and
the basic requirements of a contract are offer, acceptance,
consideration, 	and 	“a 	meeting 	of 	the 	minds 	of 	the
contracting parties.” When determining if a contract is
enforceable, 	we 	must 	consider 	two 	interrelated 	areas:
intent to be bound and definiteness of terms. In order to
render a contract enforceable, only the essential terms
need be included. Whether the parties intended to execute
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a 	subsequent 	written 	document 	is 	relevant 	to 	the
determination of intent to be bound.
Jonas v. State Farm Life Ins. Co., 52 N.E.3d 861, 868 (Ind. Ct. App. 2016) (citations
omitted). "While some litigants believe that 'they can change their mind at any time
before they actually sign the settlement agreement[,] . . . that perception is often
unfounded in the law.'” Pohl v. United Airlines, Inc., 213 F.3d 336, 337 (7th Cir.
2000). "A settlement agreement is merely a contract between the parties to the
litigation, wherein generally the defendants promise some partial remedy in
exchange for the plaintiff's promise to dismiss the case and release the defendants
from any future liability for their conduct that formed the basis of the dispute."
Carr v. Runyan, 89 F. 3d 327, 331 (7th Cir. 1996).
Because settlement agreements are governed by the same general principles
of contract law as other agreements in Indiana, settlement agreements are not
required to be in writing to be enforceable. Sanchez v. Sphire, 86 N.E.3d 458 (Ind.
Ct. App. 2017). "All that is required to render a contract enforceable is reasonable
certainty in the terms and conditions of the promises made, including by whom and
to whom, absolute certainty in all terms is not required." Jetz Serv. Co., Inc. v.
Ventures, 165 N.E.3d 990, 994–95 (Ind. Ct. App. 2021); see also Indiana Bureau of
Motor Vehicles v. Ash, Inc., 895 N.E. 2d 359, 366 (Ind. Ct. App. 2008). Indiana
courts will enforce oral settlement agreements when parties to a lawsuit enter such
an agreement to end the litigation and one party subsequently refuses to
consummate the agreement. Jetz Serv. Co., 165 N.E.3d at 994–95.
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"An employee's settlement of a Title VII claim must be knowing and
voluntary." Baptist v. City of Kankakee, 481 F.3d 485, 490 (7th Cir. 2007) (citing
Alexander v. Gardner-Denver Co., 415 U.S. 36, 52 n.15 (1974) ("a court [must]
determine . . . that the employee's consent to . . . settlement [in a Title VII action]
was voluntary and knowing")). Though the question of whether the parties entered
into an enforceable settlement agreement is governed by state law, whether a Title
VII settlement is knowing and voluntary is a question of federal law. Baptist, 481
F.3d at 491. "Where plaintiff is represented by chosen counsel throughout
negotiations and settlement[]. . . [the settlement agreement] is presumptively
informed and willing, absent circumstances such as fraud or duress." Baptist, 481
F.3d at 490 (citation omitted). "The adequacy or propriety of counsel's advice is
irrelevant to the question of whether a settlement was knowing and voluntary. '[I]f
an attorney's conduct falls substantially below what is reasonable under the
circumstances, the client's remedy is against the attorney in a suit for malpractice.'"
Id. (citations omitted). The adequacy of the legal advice regarding settlement—
including "all claims based on the conduct or competence of plaintiff's chosen
counsel"—is not a proper factor for evaluating whether a settlement was knowing
and voluntary. Id.
In addition, while an attorney who is retained to represent a client does not
automatically have authority to settle the claim, Koval v. Simon Telelect, Inc., 693
N.E.2d 1299, 1303 (Ind. 1998), such authority may be implied. Id. at 1303 n.6 ("[t]he
client may not intend for the attorney to settle a claim but may nonetheless imply
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that intention to the attorney. If so, the client is bound by a resulting settlement");
see also Pohl, 213 F.3d at 339 (citing Koval, 693 N.E.2d 1303 n.6 (a plaintiff "may be
bound by the settlement if he implied an intention to settle the claim to his
attorney, regardless of whether he actually intended to settle the claim")).
V. 	C ONCLUSIONS OF LAW
The undersigned begins by reviewing the terms of the mediator's proposal.
Said proposal, which came after a lengthy settlement conference and which both
parties had time to review and discuss with their attorneys, set forth the following
terms: (1) the exact settlement amount Defendant was to pay Plaintiff; (2) how
Defendant was to make this payment to Plaintiff; (3) a requirement that Plaintiff
execute a global release and dismiss his complaint; (4) a requirement that Plaintiff
resign upon execution of the settlement agreement and agree to a no-rehire
provision; (5) a requirement that Defendant provide a neutral reference; and (6) a
requirement that the parties work together to execute a written settlement
agreement that was to include confidentiality and non-disparagement provisions.
(Dkt. 63-1 at 2). The mediator's proposal expressly stated that it was contingent on
the parties working together to memorialize these terms in a written settlement
agreement and that if both sides accepted the proposal, there would be no final
agreement until the remaining terms were finalized and put into writing. (Id.).
The undersigned agrees with Plaintiff that the mediator's proposal itself was
not an enforceable agreement because it required that the additional terms,
including the confidentiality and non-disparagement provisions, be finalized
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between the parties. Such terms can constitute material terms of an agreement. See
Higbee v. Sentry Ins. Co., 253 F.3d 994, 997–98 (7th Cir. 2001) (the specifics of
confidentiality, non-disparagement, and release provisions are material terms for
which there must be agreement on what the terms will say, even if the precise
language is not yet in writing, for a contract to be enforceable).
The undersigned does not agree, however, with Plaintiff's further assertion
that his email stating that he would sign the agreement if Defendant added
language memorializing their agreement regarding the accelerated payment of his
vacation and holiday pay was a "counteroffer rather than an acceptance." (See Dkt.
68 at 4). Once Plaintiff reviewed the draft settlement agreement and stated that his
only modification to it was to enshrine in writing the agreement the parties had
reached regarding the accelerated payment of the vacation and holiday pay accrual,
Plaintiff manifested assent to the terms of the parties' agreement. Such
manifestation is evidenced by his indication that he understood the agreement to
include not only the terms of the formal draft settlement agreement he had received
from Defendant but also the accelerated payment of the accrued vacation and
holiday pay. Defendant then manifested its assent and intent to be bound to these
terms when it revised the written document that memorialized the specific terms
included in the mediator's proposal as well as the agreed upon terms regarding the
accelerated vacation and holiday accrual payment. (See Dkt. 63-3; see also Dkt. 62
at 4). That meeting of the minds was documented in the email exchange authored
by Plaintiff on October 13, 2025, (Dkt. 62-4 at 1–2). The agreement included definite
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terms that detailed the specifics of all material terms important to both parties. As
such, it was binding and enforceable at least on that date, if not on the date that
agreement was made between the counsel for the parties during the September 18,
2025, status conference.4 See Sands v. Helen HCI, LLC, 945 N.E.2d 176, 180 (Ind.
Ct. App. 2011) (to determine enforceability of a contract, in addition to the basic
requirements of offer, acceptance, consideration, and a meeting of the minds of the
contracting parties, the court must also consider whether there was an "intent to be
bound" and whether there was a "definiteness of term[s]") (citation omitted)); id. at
181 (binding contract existed when parties entered an oral agreement that required
them to subsequently execute a document memorializing their agreement and the
oral agreement contained no uncertainty as to any substantial term of the
settlement contract).
Although neither side appears to contest this aspect of the agreement, there
was consideration on both sides. "A promise is a sufficient consideration for a return
promise. This has been true for at least four centuries, ever since bilateral contracts
were recognized." Leatherman v. Mgmt. Advisors, Inc., 448 N.E.2d 1048, 1050 (Ind.
1983). Plaintiff agreed to resign, release certain claims, and dismiss his case. (Dkt.
63-1 at 2). And Defendant agreed to pay a sum certain to Plaintiff and accelerate
payment of Plaintiff's holiday and vacation pay. (Id.; Dkt. 62 at 4). Because each
4 Defendant does not dispute that it agreed to the terms articulated by Plaintiff in his email to
Attorney Meyers dated October 13, 2025, (Dkt. 62-4 at 1–2), which incorporates the written specifics
of the agreements the parties made pursuant to the mediator's proposal in the draft settlement
agreement of September 22, 2025, (Dkt. 63-2), and the agreement regarding the accelerated payment
of the vacation and holiday pay, which together constituted the complete agreement. (See Dkt. 62 at
6).
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party's set of promises was supported by consideration in the form of the other
party's meaningful return promises, consideration was sufficient on both sides. See
Leatherman, 448 N.E.2d at 1050.
Plaintiff's argument that unresolved, missing, and incomplete terms
undermined the validity of the agreement is unavailing. (Dkt. 68 at 4, 6). "[O]nly
essential terms need to be included in order to render a contract enforceable."
Sands, 945 N.E.2d at 180. Here, the parties agreed on all essential terms. Plaintiff's
assertion that the paragraph referencing the payout of the accrued holiday and
vacation pay, (Dkt. 63-3 at 5 ¶11), contained conflicting language regarding the
terms "compensation" and "leave" is without merit. The undersigned finds neither
ambiguity nor conflict in the language. The agreement first defines the accrued
holiday and vacation pay as "Accrued Compensation." (Id.). It then states that
Defendant would make this compensation available to Plaintiff at or around 48
hours after Plaintiff's execution of the agreement. (Id.). Further, it asks Plaintiff to
affirm that
[a]part from the Accrued Compensation, . . . he ha[d] been
paid and received all leave (paid or unpaid), compensation,
wages, bonuses, overtime, and benefits to which he may be
entitled from his employment with the Company and that
no other leave (paid or unpaid), compensation, wages,
bonuses, overtime, and benefits [we]re due to him, except
as provided for in th[e] Agreement.
(Id.). The plain language of this paragraph encompasses the agreement between the
parties regarding the accelerated payment of the accrued vacation and holiday pay
and does not conflict with or otherwise negate the mediator's proposal or other
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aspects of the parties' agreement. Further, neither typographical errors, the
presence of a blank date for Plaintiff's resignation that was to occur simultaneously
with contract execution, nor the failure of Plaintiff to forward to Defendant
statutorily required tax forms, (see Dkt. 68 at 2–4 (Plaintiff's arguments on these
points)), invalidate the agreement between the parties. See Jetz, 165 N.E.3d at 995
(absolute certainty in all terms is not required). "A court will not find that a
contract is so uncertain as to preclude specific enforcement where a reasonable and
logical interpretation will render the contract valid." Sands, 945 N.E.2d at 181. The
undersigned finds that a reasonable and logical interpretation of the parties'
agreement renders their contract valid.
The undersigned next turns to Plaintiff's argument that Attorney Meyers
lacked authority to accept the settlement agreement on Plaintiff's behalf. In an
October 13, 2025, email to Attorney Myers, (Dkt. 62-4 at 1–2), regarding the
accrued holiday and vacation pay, Plaintiff asked his counsel to "confirm that the[]
amounts [we]re not waived or included in the settlement sum" and to "have th[at]
clarification added to the settlement agreement language to avoid any
misunderstanding." (Id. at 2). Plaintiff then thanked Attorney Myers for "making
sure th[at] detail [wa]s clearly documented before [he] sign[ed]." (Id.). This email
constituted express (or, at a minimum, implied), authorization by Plaintiff for his
counsel to inform Defendant that Plaintiff accepted the agreement regarding the
accrued vacation and holiday pay. See Koval, 693 N.E.2d at 1301–02 (citation
omitted) ("to bind a client, the attorney must have either express, implied, or
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apparent authority." Express or implied authority "may be conferred by words or
other conduct . . . [whereby a] reasonable inference from the [plaintiff's] actions [is]
that the [plaintiff] intended to confer authority").
Plaintiff's claim that any acceptance of the agreement was not knowing or
voluntary, (Dkt. 68 at 5–6), fares no better. The Seventh Circuit presumes
settlement agreements in Title VII claims to be knowing and voluntary when the
plaintiff is represented by counsel; a plaintiff may assert four claims to rebut this
presumption: (1) fraud in the inducement by the defendant; (2) coercive behavior by
the defendant; (3) inadequate opportunity for plaintiff to consult with his attorney
before agreeing to the settlement; and (4) collusion between plaintiff's attorney and
the defendant to fraudulently induce or coerce the plaintiff into agreeing to the
settlement terms. See Riley v. Am. Fam. Mut. Ins. Co., 881 F.2d 368, 374 (7th Cir.
1989); see also Baptist, 481 F.3d at 490–91. As an initial matter, Plaintiff had been
represented by counsel throughout the settlement negotiations. In addition,
Plaintiff sent the October 13th email to Attorney Myers more than a month after he
argues that his own counsel pressured and coerced him into accepting the
mediator's proposal. (Id.). This passage of time and the intervening constructive
dialogue between Plaintiff and his attorney undermine any claims that Plaintiff
lacked sufficient opportunity to consult with his attorney before accepting the terms
of the agreement. See Riley, 881 F.2d at 374 (no coercion or duress if plaintiff was
given an adequate opportunity to consult with his attorney). Plaintiff does not claim
that Defendant fraudulently induced or coerced him to enter the agreement. See
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Baptist, 481 F.3d at 491 n.2. Nor does Plaintiff claim that his counsel colluded with
Defendant to fraudulently induce or coerce him to settle. See Riley, 881 F.2d at 374;
see also Baptist, 481 F.3d at 491 n.1. Therefore, the undersigned finds that Plaintiff
has not overcome the presumption that he entered the settlement agreement
knowingly and voluntarily. See id. at 488 ("[a] plaintiff who enters into a Title VII
settlement on the advice of independent counsel is presumed to have done so
knowingly and voluntarily absent a claim of fraud or duress").
Statements that Plaintiff claims his counsel made, (see Dkt. 68 at 5–6),
regarding the possibility of him losing the case, owing Defendant attorney fees, and
having his wages garnished also do not undermine the knowing and voluntary
nature of Plaintiff's agreement. See Singleton v. Health, 799 F. App'x 942, 944 (7th
Cir. 2020) ("the adequacy or propriety of counsel's advice is irrelevant to the
question of whether a settlement was knowing and voluntary") (citation omitted).
In sum, the undersigned finds that the parties entered into an enforceable
settlement agreement and that Plaintiff entered said agreement knowingly and
voluntarily.
VI. 	C ONCLUSION
For the reasons set forth above, the undersigned RECOMMENDS that the
District Judge GRANT Defendant's Motion to Enforce Settlement Agreement, Dkt.
[61].
Any objections to the Magistrate Judge’s Report and Recommendation must
be filed in accordance with 28 U.S.C. § 636(b)(1) and Fed. R. Civ. P. 72(b). Failure to
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file objections within fourteen days after service will constitute a waiver of
subsequent review absent a showing of good cause for such failure.
So RECOMMENDED.
Date: 03/13/2026
Distribution:
All ECF-registered counsel of record via email
JOHN M. POWE
3104 Albright Rd.
Kokomo, IN 46902
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