Greater San Diego County Association of Realtors, Inc. v. Sandicor, Inc.
3:16-cv-00096
S.D. Cal.May 31, 2019Background
- SDAR sued NSDCAR, PSAR, and Sandicor in 2016 alleging concerted exclusion from the consolidated MLS and mismanagement of Sandicor; Sandicor consolidated MLS data for San Diego.
- In April 2018 the parties executed a Settlement Agreement (plus Transition and Datashare Agreements) transferring Sandicor to SDAR (renamed SDMLS) and effected a transition to CRMLS/Black Knight platform; related agreements were filed with the court.
- The parties jointly dismissed the federal action with prejudice on Sept. 25, 2018 and the District Court retained jurisdiction to enforce the Settlement Agreement for one year, incorporating the Settlement and related documents into the dismissal order but preserving ADR rights in the related agreements.
- NSDCAR and PSAR filed an ex parte Motion to Enforce alleging multiple breaches by SDAR of the Settlement and Related Agreements (phone number reuse, disparaging statements/PowerPoint, premature hiring of a Sandicor employee, marketing "rebrand" communications, staff disparaging comments, and an attempt to access confidential subscriber data).
- The magistrate judge analyzed (1) whether the court had post-judgment jurisdiction to adjudicate alleged breaches, distinguishing the Settlement Agreement from the Transition/Datashare Agreements, and (2) whether alleged breaches of the Settlement Agreement were shown and warranted injunctive relief or fees.
- The magistrate recommended denying the ex parte Motion: the court had jurisdiction only over the Settlement Agreement (not the Related Agreements, which contain ADR provisions and include non-consenting parties), and the Association Defendants failed to prove compensable or irreparable harm from the alleged Settlement breaches (some violations were remediated and evidence for certain claims was inadmissible hearsay).
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the court retained jurisdiction to enforce alleged breaches of the Settlement and Related Agreements | Court retained jurisdiction to enforce Settlement Agreement as incorporated in dismissal order; jurisdiction over related agreements is not clear | Association Defs: Court should enforce breaches of Settlement and Related Agreements without ADR because Settlement was primary and dismissal incorporated related documents | Court: Jurisdiction retained only to enforce Settlement Agreement; Related Agreements (with ADR clauses and non-consenting parties) are subject to their ADR provisions and not enforceable here |
| Whether SDAR’s reuse of Sandicor phone number violated Section 4.4 (no use of identifying features) | Association Defs: reuse of (858)622-6200 is use of an identifying feature of Sandicor | SDAR: phone number is generic/non‑descriptive and not among the specific identifiers prohibited | Held: Phone number is not an "identifying feature" under Section 4.4; no breach of the Settlement Agreement |
| Whether SDAR’s PowerPoint and Facebook "rebrand" communications violated non-disparagement and marketing prohibitions and warrant injunction/specific performance | Association Defs: slides and posts ("SDAR wanted to fix Sandicor"; "rebrand") implied continuation/portrayal of victory and disparaged defendants; seek injunction/fees | SDAR: statements describe public filings/are accurate; posts were promptly removed and remedied; no evidence of irreparable harm | Held: Statements mostly truthful/descriptive; "rebrand" Facebook posts did breach Section 4.1 but did not justify injunctive relief or specific performance because no irreparable injury and posts were promptly removed; remedial steps taken |
| Whether alleged oral disparaging comments and other claims (employee hiring, access to subscriber data) establish enforceable breaches and entitlement to fees | Association Defs: multiple staff statements and pre-Go Live actions breached Settlement/Transition Agreements; request injunction and fees | SDAR: denies statements; disputes admissibility and sufficiency of evidence; many claims implicate Related Agreements subject to ADR | Held: Association Defs failed to prove occurrences (hearsay/unreliable) or show harm for injunction; claims tied to Related Agreements are outside court’s retained jurisdiction; fees denied to either side as no clear prevailing party |
Key Cases Cited
- Kokkonen v. Guardian Life Ins. Co. of Am., 511 U.S. 375 (1994) (district court may retain jurisdiction to enforce settlement only if dismissal order incorporates settlement terms or expressly retains jurisdiction)
- Ortolf v. Silver Bar Mines, Inc., 111 F.3d 85 (9th Cir. 1997) (post-dismissal enforcement requires independent basis for jurisdiction; explicit incorporation needed)
- Buckhannon Bd. & Care Home, Inc. v. W. Va. Dep't of Health & Human Res., 532 U.S. 598 (2001) (federal jurisdiction to enforce private settlement often lacking absent incorporation into dismissal)
- Callie v. Near, 829 F.2d 888 (9th Cir. 1987) (where material facts about existence/terms of settlement are disputed, evidentiary hearing may be required)
- eBay Inc. v. MercExchange, LLC, 547 U.S. 388 (2006) (injunction requires showing irreparable injury, inadequacy of legal remedies, balance of hardships, and public interest)
- Venable v. La. Workers' Comp. Corp., 740 F.3d 937 (5th Cir. 2014) (federal courts must affirmatively ascertain subject-matter jurisdiction)
- Adams v. Johns-Manville Corp., 962 F.2d 853 (9th Cir. 1992) (settlement agreements are interpreted under contract law)