A Settlement Agreement May Be Enforceable Even When Executed After The Signing Deadline

Abstract

A plaintiff executed a settlement agreement received from the defendants, but later asserted that its acceptance of the agreement was contingent upon the defendants' execution of the settlement by a specified deadline. Even though the defendants failed to sign by the deadline, the court enforced the agreement, finding that the signing deadline was not a material term of the settlement.

Sometimes, after the parties appear to have reached a settlement, a party may try to add a contingency that threatens the enforceability of the agreement. Recently, in Adaptix, Inc. v. ASUStek Computer Inc.,¹ the plaintiff, Adaptix, executed a settlement agreement received from defendants, ASUStek Computer Inc. and Asus Computer International (collectively "ASUS"), but later asserted that its acceptance of the agreement was contingent on ASUS's execution of the settlement agreement by a specified date. Although the defendants failed to comply, the court enforced the