United States District Court, D. Colorado
ORDER DENYING MOTION TO ENFORCE SETTLEMENT AGREEMENT,
AWARD ATTORNEY'S FEES AND STAY ALL DEADLINES
PENDING
WILLIAM J. MARTÍNEZ, UNITED STATES DISTRICT JUDGE.
Before
the Court is Plaintiff ClaimSolution, Inc.'s
(“Plaintiff”) Motion to Enforce Settlement
Agreement, Award Attorney's Fees and Stay All Deadlines
Pending (“Motion”) against Defendant Claim
Solutions, LLC (“Defendant”). (ECF No. 28.) For
the reasons set forth below, Plaintiff's Motion is
denied.
I.
BACKGROUND
On July
7, 2017, Plaintiff brought claims against Defendant, alleging
that Defendant “infringed on its registered trademark
by operating a business in the insurance field with the same
or substantially the same name.” (ECF No. 28 at 3;
see also ECF No. 1 at 5-7.) In addition, Plaintiff
alleged that Defendant was “operating a website under a
domain name that infringed on its registered
trademark.” (ECF No. 28 at 3; see also ECF No.
1 at 7-8.)
On
September 12, 2017, counsel for the parties began informal
settlement discussions. (ECF No. 28 at 4.) On January 19,
2018, Defendant's counsel sent to Plaintiff's counsel
the following e-mail (the “January 19th
Settlement Offer”):
[Defendant] has agreed to change the company name with the
secretary of state. We believe this will save both are
[sic] clients unnecessary time and expense. Along
with the domain change, and $1, 000 in payment[, ] we would
like you to reconsider this offer. I will get back with you
concerning the name change with the secretary of state as
soon as possible.
(ECF No. 28-2 at 1.) Plaintiff asserts that Defendant's
January 19th Settlement Offer “contained
three clearly defined terms.” (ECF No. 28 at 1.) In
particular, Plaintiff alleges that Defendant offered to:
“(1) change its infringing name with the secretary of
state; (2) transfer its infringing website domain to
Plaintiff [the “Second Term”]; and (3) remit $1,
000.00 to Plaintiff [collectively, the “Three
Terms”].” (Id. at 1-2.)
Defendant,
however, rejects Plaintiff's interpretation of its
January 19thSettlement Offer in regard to the
Second Term. (ECF No. 29 at 1.) Defendant asserts that,
“[d]espite Plaintiff's contention, Defendant never
sent an email to Plaintiff offering to transfer its website
name to Plaintiff, ” but instead the e-mail only
provided that Defendant would “change its
domain.” (Id.)[1]
On
January 25, 2018, Plaintiff's counsel sent
Defendant's counsel an e-mail stating that Plaintiff
“has agreed to settle for the terms [contained in the
January 19thSettlement Offer.]” (ECF No.
28-3.) In addition, the e-mail stated that Plaintiff would
“draft a settlement agreement and send it to
[Defendant] for review.” (Id.) Plaintiff
contends that this e-mail was its written acceptance of
Defendant's January 19thSettlement Offer and
that the Three Terms were included in that offer. (ECF No. 28
at 2.) Defendant, however, maintains that the parties had a
misunderstanding in regard to the Second Term. Defendant
asserts that this “misunderstanding on both sides
concerning what exactly was to be done about Defendant's
website” was a “fundamental issue.” (ECF
No. 29 at 1-2.)
On
February 14, 2018, Plaintiff's counsel e-mailed
Defendant's counsel “a draft of the settlement
agreement” and asked him to redline any changes he may
have. (ECF No. 28-4 at 1.) Approximately one hour later,
Defendant's counsel responded that “[t]he only
issue” Defendant had with the “proposed
settlement agreement” was the time Defendant was given
to transfer the domain. (ECF No. 28-5 at 1.) In particular,
Defendant's counsel “request[ed] at least 60 days
from the date of settlement before transferring the rights to
the domain name to allow [Defendant] enough time to redirect
[its] web traffic.” (Id.) Defendant's
counsel further noted that in “previous
discussions” the parties had discussed a transfer
timeline of six months. (Id.)
Within
minutes, Plaintiff's counsel responded that it would
agree to give Defendant sixty days to transfer the rights to
the domain name. (Id.) Attached to Plaintiff
counsel's e-mail was a revised settlement agreement which
included the Three Terms and a sixty-day domain transfer term
(the “February 14th Document”). (ECF
No. 28 at 2.) Plaintiff alleges that at this point in time,
“the parties had reached a settlement and were in full
agreement as to the wording of the written Settlement
Agreement memorializing all terms.” (Id.)
Thus, Plaintiff's Motion is asking this Court to enforce
the February 14th Document as the alleged
operative settlement agreement.
After
receiving the February 14th Document,
Defendant's counsel asserts that he “immediately
notified [Plaintiff's] counsel” that
“Defendant had noticed an additional issue with the
transferring of the domain name . . . .” (ECF No. 29 at
2.) Defendant's counsel also e-mailed Plaintiff's
counsel “inquiring as to whether Plaintiff would be
open to Defendant's current website redirecting to
Defendant's new website, or simply shutting down the
website entirely without transferring any rights to the
domain name.” (ECF No. 29 at 2; see ECF No.
28-7 at 2.) Defendant's counsel stated in the e-mail that
Defendant “is concerned that if there is a [domain]
transfer that the site could contain material that is
detrimental to [Defendant's] business.” (ECF No.
28-7 at 2.) On February 19, 2018, Plaintiff's counsel
responded that “[Plaintiff] would be willing to have
the website shut down and include in the agreement that
[Defendant] agrees never to re-register the domain
name.” (Id. at 1.) In addition,
Plaintiff's counsel attached a revised settlement
agreement that included such “termination language
[that Plaintiff] will agree to” (the “February
19th Document”).
(Id.)[2] Moreover, Plaintiff's counsel asked
Defendant's counsel to insert into the February
19th Document the name Defendant will be
registering with the secretary of state. Once Defendant's
counsel had inserted the new name, Plaintiff's counsel
said he would “put the settlement agreement in a
PDF” and each party could then execute the agreement.
(Id.) Later that day, Defendant's counsel
e-mailed Plaintiff's counsel the February 19th
Document with Defendant's new name included.
(Id.)
On
February 27, 2018, Plaintiff's counsel sent
Defendant's counsel an e-mail that contained the
following:
We've ran into a little problem. I understood that my
client was fine with your client simply shutting down the
website, but I misunderstood what they were wanting. They
want your client to transfer the website to them as part of
the settlement. The relinquishment of the website is
something they believe is a fundamental part of the
settlement. . . . My client only wants the domain name ...