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Summarizing by Lars Fuller

Bank v. Lehman Brothers Holdings Inc.

Case Type:
Case Status:
17-2700-bk (2nd Circuit, Jul 18,2018) Not Published
Applying the "Winston" factors, See, Winston v. Mediafare Entm’t Corp., 777 F.2d 78 (2d Cir. 1985), the Court determined that the parties intended to be bound to a settlement, absent a signed document
Procedural context:
Appeal from district court order affirming bankruptcy court decision enforcing putative settlement agreement between appellant and respondent.
The "Winston" factors are whether: (1) there was an express reservation of not being bound without a writing; (2) there was partial performance of the contract; (3) all of the alleged contract’s terms were agreed to; and (4) the agreement is typical of one usually put to writing. “No single factor is decisive, but each provides significant guidance.” It saw factors 1 and 3 favoring the agreement and factors 2 and 4 disfavoring the agreement. The parties: a.) advised the mediator there was a deal, without reserving rights; b.) cooperating on documentation did not equal partial performance; c.) agreed that the terms were simple; and d.) acknowledged that settlements are routinely reduced to writing. The court concluded that absent: a.) an express reservation of rights; b.) outstanding material terms to be negotiated; and b.) the parties’ meaningful disagreement on most terms, plus the broader context of the bankruptcy case, there was an intention to be bound and an agreement.
Peter W. Hall Susan L. Carney Circuit Judges John G. Koelti District Judge

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