Former Baseball Player Learns That An Agreement By Email Is EnforceablePrint Article
- Posted on: May 19 2017
Since his retirement, former Mets and Phillies outfielder, Lenny Dykstra (“Dykstra”), has been involved in many civil and criminal proceedings. Recently, for example, Dykstra was sued by Noah Scheinmann (“Scheinmann”), the former ballplayer’s social media ghost writer, for breaching a contract in which Dykstra hired Scheinmann to create a social media presence to promote Dykstra’s book, “House of Nails: A Memoir of Life on the Edge.”
According to the complaint (here), Scheinmann worked long hours, for days at a time, over an almost four-week period, writing Twitter feeds that attracted national media attention, talk show invitations, and an appearance at Live Nation:
Scheinmann worked assiduously for Dykstra – masterminding and ghostwriting his Twitter presence, putting in 18-hour days while taking calls and answering text messages from Dykstra at all hours, coordinating various of Dykstra’s business efforts, advising Dykstra with respect to media and business opportunities, and dealing with the fallout from Dykstra’s boorish behavior.
In addition to ghost writing Dykstra’s Twitter account, Scheinmann also conceived and created video content for Dykstra, assisted Dykstra in preparing for media appearances, fielded various media and business opportunities, strategized with Dykstra concerning new business opportunities, and acted as a liaison with Dykstra’s publishers, business contacts, and various representatives.
Dykstra acknowledged Scheinmann’s role in his success on several occasions by expressing to third parties his appreciation for and confidence in Scheinmann’s efforts, stating, for example, that Scheinmann had “been the driving force behind building my brand and promoting the book via Twitter” and was “the only person I trust ….”
Notwithstanding the success Dykstra achieved by reason of Scheinmann’s efforts, Scheinmann claimed that Dykstra refused to honor their agreements. As a result, Scheinmann said that he was owed $15,000 for the Twitter and social work, plus more than $76,000 for his share of other earnings Dykstra obtained as a result of the media attention.
Dykstra denied any wrongdoing and accused Scheinmann of being the one who breached their agreements. Dykstra counter-sued seeking damages from Scheinmann.
Thereafter, on March 30, 2017, Dykstra and Scheinmann agreed to settle their dispute, at least that is what Scheinmann thought. Four days later, on April 3, 2017, Dykstra refused to sign the settlement papers. Scheinmann moved to reopen the case to enforce the settlement. The Court granted the motion to reopen the case and granted the motion to enforce the settlement.
As explained in the Court’s decision and order (here), between March 13 and March 14, the parties negotiated the terms of the settlement through email. On March 15, 2017, Scheinmann’s attorney confirmed agreement on terms, stating in an email, “We have a deal.”
Thereafter, Dykstra’s counsel raised the necessity of drafting a settlement agreement and mutual release. Scheinmann’s counsel rejected the need for one because “the entirety of the [settlement] agreement” was defined in their prior emails (a $15,000 judgment and dismissal of Dykstra’s counterclaim), and because “[t]he judgment concludes the litigation.” Dykstra’s counsel maintained that a mutual release was “a standard item”, needed “to confirm that all disputes between the parties are resolved so that there is finality.” Scheinmann’s counsel disagreed, considered the matter resolved, and declined to reopen settlement discussions.
The Court’s Ruling
As this Blog has discussed previously (here), “[a]n exchange of emails may constitute an enforceable agreement if the writings include all of the agreement’s essential terms, including the fee, or other cost, involved.” Sullivan v. Ruvoldt, 16 Civ. 583, 2017 WL 1157150 at *6 (S.D.N.Y. Mar. 27, 2017). The issue for the Court, therefore, was whether the parties’ emails contained the necessary elements of an enforceable contract, e.g., an offer, acceptance, consideration, mutual assent and intent to be bound. The Court found that they did:
The emails contained the agreement’s material terms–indeed, its only terms. The judgment amount was specified with particularity as was the counterclaim dismissal, and no other term was ambiguous or left open for further negotiation. The mutual assent and intent to be bound by the emails is clear from the emails, i.e., “Please let me know if we have a deal,” “We have a deal.”
The Court rejected the notion that a mutual release was a necessary and material term of the settlement: “Only after the parties had agreed did Dykstra’s counsel seek a mutual general release, which cannot be considered a ‘material’ term because, as [counsel] noted, ‘[t]he judgment concludes the litigation’ whether or not a release is signed.” As the Court observed in a footnote, “Put another way, the release is not ‘essential to a determination of [the parties’] rights and duties’ because the agreement is clear, it settled this lawsuit and can be enforced as-is.” (Citations omitted.)
Finally, the Court rebuffed the unsupported contention that because “a mutual release is . . . a ‘standard item’ in many … settlements”, its absence is material or “render[s] the agreement ambiguous.” In doing so, the Court made it clear that “[i]t does not matter that the judgment itself had to be reduced to writing because doing so was a post-agreement formality, and neither party expressed a desire not to be bound in the absence of an executed writing.” (Citations omitted.)
Courts have repeatedly held that letters, faxes and other less formal written documents, such as emails and texts, can serve as an enforceable agreement. Indeed, because courts favor settlements and enforce them when they are “clear, final and the product of mutual accord” (Bonnette v. Long Island College Hosp., 3 N.Y.3d 281 (2004)), there is no reason to distinguish emails from other forms of written communications. If a document is not intended as a complete statement of settlement terms, then the parties should say so with disclaimers, such as “this writing is not intended as a final resolution of all issues in the case” or that “the parties’ agreement shall be subject to a more formal written stipulation of settlement.” See Williams v. Bushman, 70 A.D.3d 679 (2d Dep’t 2010). As Dykstra learned, emails containing words like “We have a deal”, along with language evidencing the elements of contract formation, will suffice to create an enforceable settlement agreement.