HVN Clothing, Inc. v. Lomeway E-Commerce (Luxembourg) Limited, 1:22-cv-00027

Plaintiffs HVN Clothing, Inc. and Harley Viera-Newton sued Zaful (Lomeway E‑Commerce) for copyright, trademark, and related state-law claims; the Court granted a preliminary injunction after Zaful initially failed to appear.
Plaintiffs and Zaful exchanged settlement emails (Feb. 17–18, 2022) outlining four material terms: $150,000 payment, mutual releases (including affiliates), consent to a judgment and permanent injunction substantially similar to the preliminary injunction, and Plaintiffs’ agreement to notify Apple they had no objection to app reinstatement.
Plaintiffs immediately notified Apple they had a confidential settlement in principle and had no objection to reinstatement; Zaful wired $150,000 a week later and counsel confirmed the payment.
The parties thereafter exchanged draft formal settlement agreements and negotiated release language, but Zaful filed counterclaims seeking invalidation/cancellation of Plaintiffs’ IP rights before executing a final written agreement; Zaful later voluntarily dismissed those counterclaims.
Plaintiffs moved to enforce the settlement in principle; the Court applied the Second Circuit’s Winston factors and concluded the emails plus partial performance manifested an intent to be bound, so it enforced the settlement and ordered the parties to execute definitive documents within two weeks (or the Court would enter the proposed judgment and injunction).

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether the Feb. 17–18 emails created a binding settlement	Emails set forth all material terms and stated acceptance would create an enforceable agreement	Parties intended to finalize a formal written agreement; emails were preliminary	Court held emails formed a binding agreement (objective intent + performance)
Effect of partial performance	Plaintiffs: their Apple notice and Zaful’s wire show partial performance proving a binding deal	Zaful conceded partial performance but argued it did not create binding agreement absent final writing	Court found partial performance strongly favors enforcement
Whether parties agreed on all material terms (release, injunctive relief)	Plaintiffs: emails contained material terms; later draft language was substantively consistent	Zaful: disputed precision/scope of release and outstanding details	Court concluded material terms were agreed and subsequent negotiations were consistent, so factor favors enforcement
Whether parties expressly reserved right not to be bound without a writing	Plaintiffs: emails stated two terms effective on email agreement and asked for definitive documentation, but also said acceptance would create an enforceable agreement	Zaful: points to request for definitive documentation as reservation	Court treated this factor as a close call but found overall intent to be bound (Zaful’s conduct and communications showed assent)

Meetings & Expositions, Inc. v. Tandy Corp., 490 F.2d 714 (2d Cir.) (district court may summarily enforce settlement reached in pending case)
V’Soske v. Barwick, 404 F.2d 495 (2d Cir.) (informal agreements can take effect prior to formal documentation)
Winston v. Mediafare Ent. Corp., 777 F.2d 78 (2d Cir.) (sets four-factor test for intent to be bound absent a signed writing)
Ciaramella v. Reader’s Digest Ass’n, 131 F.3d 320 (2d Cir.) (no single Winston factor is dispositive)
Arcadian Phosphates, Inc. v. Arcadian Corp., 884 F.2d 69 (2d Cir.) (parties’ agreement that deal was binding indicates intent to be bound)
Omega Eng’g, Inc. v. Omega, S.A., 432 F.3d 437 (2d Cir.) (a party’s change of heart does not undo an agreed settlement)
Powell v. Omnicom, 497 F.3d 124 (2d Cir.) (settlement enforceable despite some outstanding details when majority of factors favor enforcement)
Krauth v. Exec. Telecard, Ltd., 890 F. Supp. 269 (S.D.N.Y.) (a settlement “in principle” can be binding)
Teachers Ins. & Annuity Ass’n of Am. v. Tribune Co., 670 F. Supp. 491 (S.D.N.Y.) (preliminary commitment language about later documentation does not preclude intent to be bound)