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Robino v. Robino

Court of Chancery of Delaware

August 16, 2017

Frank Robino III
Paul Robino, et al.

          Submitted: August 11, 2017

          Joseph R. Slights, III Vice Chancellor

          Dear Mr. Reese and Mr. Robino:

         As you know, this action was commenced in April, 2015 when Plaintiff, Frank Robino III, brought claims against his two brothers alleging they breached a contract whereby the brothers purchased Frank's share of a family business and also that they misappropriated a portion of their mother's estate to Frank's detriment.[1] The parties agreed to submit the claim to mediation before an experienced Delaware mediator. The mediation occurred on July 21, 2016, and yielded a "Settlement Agreement" at the conclusion of the process that recited the terms by which the parties would resolve their differences and pursuant to which this action would be dismissed. The essence of the Settlement Agreement was that the only remaining defendant in the case, Charles Robino, would make a series of payments to Frank over time in an amount ($312, 000.00) that the parties agreed was a compromise of the total amount sought by Frank in this action. The Settlement Agreement was executed by all parties and counsel.[2]

         Although the Settlement Agreement is silent as to whether the parties would further memorialize the terms of the settlement in a more detailed agreement, the record reflects that the parties did in fact undertake to prepare a more detailed agreement following mediation. That process continued through the fall and early winter of 2016. When that process bogged down, the parties sought ought the assistance of a senior member of the Bar who had represented Robino family entities in the past to assist them in ironing out a more detailed settlement agreement. That process failed. Thereafter, the Court was advised that Charles was contesting whether a settlement was reached at mediation. Frank's motion to enforce the Settlement Agreement followed.

         Charles opposes the motion to enforce. In essence, he claims that the Settlement Agreement was the product of duress and his own diminished capacity at the time of the mediation resulting from his ongoing battle with substance abuse. As to this latter point, Charles has submitted various medical records that do confirm he has been treated for substance abuse-related issues. What he has not submitted, however, is any evidence to corroborate his rather self-serving statement that he was incapacitated by intoxication during the mediation and at the time he executed the Settlement Agreement, much less that Frank and his legal team would have had any reason to know that.[3] In this regard, I note that he was represented by counsel at the mediation and that the mediator was among the most experienced and accomplished in Delaware.

         Not surprisingly, this is not the first instance where our courts have been confronted with a situation where parties disagree over whether a binding settlement was reached at mediation. In Alston v. Pritchett, our Supreme Court affirmed the Superior Court's order granting a motion to enforce a settlement agreement entered into at the conclusion of mediation. There, the alleged agreement included payment terms and a release of defendant. The agreement was memorialized in a document signed by both parties. Like Charles here, the plaintiff attempted to renege on the agreement the next day following mediation on the ground that "he was the victim of coercion or duress at the mediation."[4] The Superior Court granted the defendant's motion to enforce the settlement and the plaintiff appealed. The Supreme Court affirmed, holding that the document executed by the parties at mediation was enforceable and that plaintiff's allegations of "fraud, duress and coercion" were "conclusory and unsupported."[5] The Court also rejected plaintiff's argument that his rejection of the settlement following mediation was "timely" and, in this regard, observed that had the parties wished to allow for rejection of the agreement within a certain time period following mediation, they could have included such a provision in the agreement.[6]

         The key to the analysis here is the question of whether the parties reached agreement on the material terms of the settlement.[7] If yes, then the settlement agreement is binding and enforceable. If no, then the agreement is not enforceable until all such material terms are agreed upon.[8]

         Upon reviewing the Settlement Agreement, it is clear that the parties reached agreement upon all materials terms of the settlement and then reflected their assent by executing and dating the document.[9] The Settlement Agreement sets forth specifically the amounts that Charles committed to pay Frank and the timeframe in which he committed to make those payments. It also set forth the consequences for Charles' failure to make the designated payments. In return, the Settlement Agreement reflects that Frank would dismiss this action with prejudice and would not pursue criminal proceedings against Charles or any other family member. These terms are definite and reflect all material aspects of the settlement.[10] They are, therefore, binding and enforceable.[11]

          Based on the foregoing, Plaintiff's Motion to Enforce Settlement Against Defendant Charles Robino is GRANTED.[12] Plaintiff shall submit a conforming order, on notice to Charles, within ten (10) days.



[1] In order to avoid confusion, I refer to the parties by first name. I intend no ...

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