ORDER DENYING MOTION TO ENFORCE SETTLEMENT

Re: ECF No. 38

JON S. TIGAR, District Judge.

Before the Court is a Motion to Enforce Settlement, filed by Plaintiff Hakim Gulaid. ECF No. 38. The motion is opposed. ECF No. 43. For the reasons stated below, the Court denies the motion.

I. BACKGROUND

Plaintiff Hakim Gulaid, appearing pro se, is a resident of California who alleges that he was constructively discharged from his employment with Defendant CH2M Hill, Inc. ("CH2M") on March 4, 2014 and that he was forced to resign due to discriminatory and harassing conduct. ECF No. 1 ¶¶ 4-6. Plaintiff alleges that he was "treated . . . so poorly that he was forced to resign" and return to the United States and that "Defendant clearly breached the terms of the Offer Letter and company policies with respect to Mr. Gulaid." Id. ¶ 28.

Plaintiff filed his complaint in this Court on October 20, 2015. Id. He brings the following claims: (1) Violation of Title VII of the Civil Rights Act, 42 U.S.C. § 2000e et seq.; (2) Retaliation in Violation of Title VII;1 (3) Violation of the California Fair Employment and Housing Act ("FEHA"),; (4) Negligent hiring, retention, and supervision; (5) Breach of contract; (6) Fraud and misrepresentation; (7) Wrongful termination. Id. at ¶¶ 42-70.2

Plaintiff now brings this motion to enforce a settlement he alleges the parties reached during private settlement negotiations. ECF No. 38. CH2M opposes the motion. ECF No. 43.

II. DISCUSSION

"It is well settled that a district court has the equitable power to enforce summarily an agreement to settle a case pending before it." Callie v. Near, 829 F.2d 888, 890 (9th Cir. 1987) (citations omitted). "However, the district court may enforce only complete settlement agreements. Where material facts concerning the existence or terms of an agreement to settle are in dispute, the parties must be allowed an evidentiary hearing." Id. (citations omitted).

Plaintiff asserts that the parties reached an agreement to settle this case for $25,000 during their settlement negotiations in December 2015 and January 2016. ECF No. 38. Specifically, Plaintiff contends that he accepted CH2M's offer of $25,000 on January 27, 2016. Id. at 7. CH2M responds that because Plaintiff's representative during negotiations made a counteroffer of $35,000 in response to its final offer of $25,000, this counteroffer extinguished CH2M's offer as a matter of law. ECF No. 43 at 4. Because Defendant never re-offered this amount after rejecting Plaintiff's counteroffer, it argues that there was no offer for Plaintiff to accept on January 27. Id.

The parties have submitted their e-mail communications on the topic to the Court as exhibits. See ECF No. 38 at 16-30, ECF No. 43-2. Having reviewed these exhibits, and having confirmed that no party wishes to bring additional evidence or to hold an evidentiary hearing, the Court concludes that CH2M's interpretation of the settlement negotiations is correct.

On December 28, 2015, Paul Garrison, Plaintiff's representative, sent a follow-up e-mail regarding Plaintiff's "most recent demand of $37,500." ECF No. 43-2 at 6. Gregory Cheng, CH2M's counsel responded that "my client reiterates that their final offer is $25,000." Id. Following additional e-mails regarding a time to discuss by phone, Mr. Garrison then sent an e-mail on January 15 stating: "I would like to communicate a revised demand of $35,000 on behalf of Mr. Gulaid." Id. at 4. After further e-mail exchanges discussing times to speak on the phone, Mr. Garrison then sent an e-mail on January 26, 2015, which stated in its entirety: "Yes, call me tomorrow morning. Was there a change in your client's position favorable to Mr. Gulaid? Do you anticipate any?" Id. at 2. Mr. Cheng's response later that day, in its entirety was: "No and no. Can call you in the am." Id.

Mr. Garrison and Mr. Cheng then appear to have discussed the matter by phone on the morning of January 27. The next e-mail provided to the Court is from Mr. Cheng to Mr. Garrison:

ECF No. 38 at 29. To this, Mr. Garrison replied:

Id. Mr. Cheng responded on January 29, 2016. He stated:

Id. at 28.

In sum, it appears that on December 28, 2015, there was an outstanding settlement offer by CH2M of $25,000, to which Plaintiff responded with a counteroffer of $37,500. CH2M responded by again "reiterating" an offer of $25,000, and on January 15, Plaintiff "communicate[d] a revised demand of $35,000," to which the response was simply "No and no." Finally, it appears that Plaintiff communicated by phone, on the morning of January 27, an interest in accepting a settlement for $25,000, which CH2M ultimately rejected on January 29.

As noted above, Plaintiff contends that there remained an outstanding offer of $25,000 by CH2M on January 27, and that Plaintiff accepted this offer and thus created a binding agreement. See ECF No. 38 at 10-12. He argues that when he "proposed a possible settlement number of $35,000, the Company again refused to increase its offer, but it did not state that the $25,000 was extinguished." Id. at 11. CH2M responds that Plaintiff could not accept an offer of $25,000 on January 27 because his counteroffer of $35,000 on January 15 extinguished any outstanding offer as a matter of law. ECF No. 43 at 4.

There was no need for CH2M to state that its prior offer was extinguished, because that happened by operation of law. "Generally, a rejection or counteroffer ordinarily terminates the power to accept the previously made offer." Collins v. Thompson, 679 F.2d 168, 171 (9th Cir. 1982) (citations omitted); see also Presto Casting Co. v. N.L.R.B., 708 F.2d 495, 497 (9th Cir. 1983) (holding that "general legal principles of contract formation . . . hold that counteroffers, rejections and a subsequent change of relative bargaining positions in favor of the offeror constitute withdrawal of the offer and that a purported acceptance thereafter is wholly ineffective"); Apablasa v. Merritt & Co., 176 Cal.App.2d 719, 726 (1959) ("A counter-offer containing a condition different from that in the original offer is a new proposal and, if not accepted by the original offeror, amounts to nothing."). Here, Plaintiff terminated the power to accept CH2M's previous offer of $25,000 by countering with $35,000.

Plaintiff's arguments to the contrary are unavailing. First, he contends that his "communicat[ion] of a revised demand of $35,000" was not a counteroffer but rather "a mere inquiry regarding the possibility of different terms, a request for a better offer or a comment upon the terms of the offer." ECF No. 38 at 12. This claim is not persuasive. Plaintiff gave no indication that his communication was merely an inquiry or a comment, but rather stated it was a "revised demand" for $35,000, clearly portraying the amount as a counteroffer. See Collins, 679 F.2d at 171 ("A manifestation of intention not to accept an offer is a rejection unless the offeree manifests an intention to take it under further advisement." (citation omitted)); Apablasa, 176 Cal. App. 2d at 726 ("a qualified acceptance amounts to a new proposal or counter-offer putting an end to the original offer"). Plaintiff cites to Poster v. S. Cal. Rapid Transit Dist., 52 Cal.3d 266, 271 (1990) and Guzman v. Visalia Community Bank, 71 Cal.App.4th 1370, 1375 (1999), but both cases dealt specifically with written settlement offers made pursuant to Cal. Civ. Proc. Code § 998 — indeed, the issue in both cases is whether the statutory language and intent of section 998 overruled "general contract law principles," such as that "a counteroffer which deviates from the terms of an offer generally operates to revoke the offer." Poster, 52 Cal. 3d at 271. Here, neither party contends any settlement offer was made under section 998.

Plaintiff also contends that the agreement should be enforced under the doctrines of promissory estoppel or equitable estoppel. ECF No. 38 at 10-11. Those doctrines do not apply here. The elements of promissory estoppel are "(1) a promise that is clear and unambiguous in its terms; (2) reliance by the party to whom the promise is made; (3) the reliance must be reasonable and foreseeable; and (4) the party asserting the estoppel must be injured by his or her reliance." Boon Rawd Trading Int'l Co. v. Paleewong Trading Co., 688 F.Supp.2d 940, 953 (N.D. Cal. 2010) (citing Ecology, Inc. v. State of California, 129 Cal.App.4th 887, 901-902 (2005)). Here, there was no surviving promise when Plaintiff attempted to accept the $25,000. Nor was his reliance on that alleged offer reasonable, given the hornbook contract law that a counteroffer extinguishes a prior offer. Equitable estoppel, which Plaintiff describes as a doctrine that "operates to prevent one party from taking unfair advantage of another," ECF No. 38 at 11 (quoting San Diego Mun. Credit Union v. Smith, 176 Cal.App.3d 919, 923 (1986)), also does not apply. Plaintiff has not shown that CH2M has taken unfair advantage of him or "intentionally and deliberately led another to believe a particular thing true," San Diego, 176 Cal. App. 3d at 922, simply by relying on generally accepted contract law.

Finally, Plaintiff argues in his reply that "[i]f Defendant had truly believed that its settlement offered had been extinguished by alleged counterproposals, it would have said so during the negotiations between December 14, 2015 when it made the offer and January 27, 2016 when Plaintiff accepted it." ECF No. 45 at 3. Yet as explained above, Defendant did not need to "say" that its offer was no longer available after January 15 because Plaintiff's counteroffer of $35,000 extinguished CH2M's offer as a matter of law. Unlike after Plaintiff's prior counteroffer of $37,500, when Mr. Cheng "reiterate[d] that their final offer is $25,000," CH2M did not communicate a further offer in response to Plaintiff's counteroffer of $35,000 on January 15. Therefore, there was no available offer of $25,000 for Plaintiff to accept on January 27.

Accordingly, the Court concludes that the parties did not reach an enforceable settlement agreement.

CONCLUSION

For the foregoing reasons, Plaintiff's Motion to Enforce Settlement is denied.

IT IS SO ORDERED.