Ciaramella v. Reader’s Digest Association
United States Court of Appeals for the Second Circuit
131 F.3d 320 (2d Cir. 1997)
Ciaramella (plaintiff) filed an employment discrimination suit against his employer, Reader’s Digest Association (RDA) (defendant). After he filed the suit, the parties began negotiating a settlement. All drafts of the settlement agreement contained the following language: “This Settlement Agreement . . . shall not become effective . . . until it is signed by Mr. Ciaramella, [the attorneys, and RDA].” In addition, the drafts contained a merger clause stating that “No other promises or agreements shall be binding unless in writing and signed by the parties.” Eventually, Ciaramella authorized his attorney to sign the settlement agreement. After requesting final changes, Ciaramella’s attorney orally told RDA’s attorney “We have a deal.” The draft settlement agreement required that RDA write a letter of reference for Ciaramella, and the final draft sent to Ciaramella added a sample reference letter as an exhibit. When Ciaramella received the agreement to be signed, however, he was not satisfied with the sample letter and decided not to sign the agreement. RDA filed a motion to enforce the settlement agreement, arguing that the parties reached an oral agreement and the agreement was binding. The United States District Court for the Southern District of New York granted the motion. Ciaramella appealed.
Rule of Law
Holding and Reasoning (Oakes, J.)
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