In the

United States Court of Appeals

For the Seventh Circuit ____________________

No. 15-1098

MARTINA BEVERLY,

Plaintiff-Appellant,

v.

ABBOTT LABORATORIES,

Defendant-Appellee.

____________________

Appeal from the United States District Court for the

Northern District of Illinois, Eastern Division.

No. 12 CV 3216 — Edmond E. Chang, Judge.

____________________

ARGUED SEPTEMBER 9, 2015 — DECIDED MARCH 16, 2016

____________________

Before EASTERBROOK, KANNE, and WILLIAMS, Circuit Judges.

WILLIAMS, Circuit Judge. Martina Beverly sued her former 

employer, Abbott Laboratories (Abbott), for employment 

discrimination and retaliation. During a private mediation, 

the parties signed a handwritten agreement stating that Beverly demanded $210,000 and mediation costs in exchange for 

dismissing the lawsuit. Abbott later accepted Beverly’s de-
2 No. 15-1098

mand and circulated a more formal settlement proposal. After Beverly refused to execute this draft proposal, Abbott 

moved to enforce the original handwritten agreement.

The district court found that the parties entered into a 

binding settlement agreement and granted Abbott’s motion 

to enforce. Beverly appeals this decision, arguing that Abbott 

intended to be bound only by the terms of the typewritten 

proposal and that the handwritten agreement omits certain 

material terms. 

However, we find that the handwritten agreement was 

valid and enforceable, since the agreement’s material terms

were clearly conveyed and consented to by both parties, and 

the existence and content of the draft proposal do not affect 

enforceability. Therefore, we affirm the district court’s grant 

of Abbott’s motion to enforce.

I. BACKGROUND

Beverly is a former Abbott employee whose employment 

was terminated on October 20, 2010. A year and a half later, 

she filed suit against Abbott. She alleged that during her 

employment with the company, Abbott had discriminated 

and retaliated against her on the basis of her German nationality in violation of Title VII of the Civil Rights Act, as well 

as on the basis of her disabilities in violation of the Americans with Disabilities Act. The district court denied Abbott’s 

motion for summary judgment as to Beverly’s national 

origin claims and certain of her disability claims, and the 

parties engaged in a private mediation.1

 

1 Beverly’s husband, Henry, is also a named plaintiff in the lawsuit 

against Abbott. The district court granted Abbott’s motion for summary 
No. 15-1098 3

A day before the mediation took place, Abbott’s counsel 

sent Beverly’s counsel a “template settlement agreement” in 

order to avoid “any surprises in the event that [the parties] 

are able to resolve the matter.” This template included six 

typewritten pages and provided, among other things, that 

Beverly had twenty-one days to review the document and 

seven days to revoke her acceptance; that Beverly would release and waive any and all claims against Abbott and its 

affiliates; that Abbott would send two separate checks to 

Beverly and a third check to Beverly’s attorneys for unspecified amounts; and that Abbott would pay all mediation 

costs.

The mediation session lasted approximately fourteen

hours and both parties were represented by counsel the entire time. Near the end of the session, both parties and their 

counsel signed a handwritten agreement that stated:

I Jon Klinghoffer will commit that my client will communicate to its internal business client the fact that Abbott/AbbVie has offered $200,000 + Abbott/AbbVie pays 

cost of mediation to resolve this matter and that Martina 

Beverly has demanded $210,000 + Abbott/AbbVie pays 

cost of mediation to resolve this matter. Both parties 

committ [sic] that their offer and demand will remain 

open until Tuesday, July 22, 2014, 3:00 PM central.

On the following day, Abbott’s counsel emailed Beverly’s 

counsel and stated, “My client has accepted Martina Beverly’s demand to resolve her claims in the above referenced 

matter for $210,000 plus the costs of yesterday’s mediation. I 

 

judgment as to all of Henry’s claims; however, this appeal does not concern that decision or any of Henry’s claims. Unless otherwise specified, 

all references to “Beverly” in this opinion concern Martina.
4 No. 15-1098

have attached a draft settlement agreement for your review.” This draft was largely identical to the template settlement agreement sent two days earlier, with three exceptions: (1) the replacement of “Abbott” with “AbbVie”2; (2) 

the inclusion of the precise dollar amounts to be paid to Beverly ($23,000 for damages, $23,000 for backpay) and to her 

attorneys ($164,000); and (3) the exclusion of a provision 

preventing Beverly from disparaging Abbott or AbbVie.

Approximately five minutes after receiving the email 

from Abbott’s counsel, Beverly’s counsel responded via 

email and stated, “Oh happy days! Best $10,000 Abbott has 

ever spent. You are a gem.” Several minutes later, Beverly’s 

counsel forwarded the Abbott counsel’s email and draft 

proposal to Beverly for review. Beverly ultimately declined 

to sign the proposal.

Abbott filed a motion to enforce the handwritten agreement. In the motion, Abbott argued that the agreement was 

enforceable because an offer, acceptance, and meeting of the 

minds had occurred, and that the parties’ subsequent inability to execute the typewritten proposal was irrelevant. In response, Beverly argued that the handwritten agreement was 

merely a preliminary document that captured the parties’ 

intention to execute a binding settlement agreement in the 

future. She also contended that the omission of multiple ma-

 

2 In January 2013, Abbott split into two separate publicly traded 

companies. One company (the “new” Abbott) primarily focuses on the 

production of medical devices, diagnostic products, and infant formula, 

while the other company (AbbVie) primarily focuses on the research and 

development of certain pharmaceutical products. The parties do not call 

attention to this corporate distinction, and it does not appear to be relevant for purposes of this dispute.
No. 15-1098 5

terial terms from the handwritten agreement illustrated its 

non-binding nature.

The district court granted Abbott’s motion, finding that 

the parties had entered into a binding settlement agreement 

that included all material terms—specifically, the dismissal 

of the case in exchange for $210,000 and mediation costs. 

Beverly appeals this decision.

II. ANALYSIS

On appeal, Beverly argues that the district court erred by 

granting Abbott’s motion to enforce the handwritten settlement agreement. We disagree. We review the district court’s 

decision to enforce the settlement agreement for abuse of 

discretion. Hakim v. Payco-Gen. Am. Credits, Inc., 272 F.3d 932, 

953 (7th Cir. 2001). However, the question of whether a settlement agreement exists is a question of law that we review 

de novo. Newkirk v. Village of Steger, 536 F.3d 771, 774 (7th 

Cir. 2008).

A. Handwritten Agreement Enforceable

State contract law governs issues concerning the formation, construction, and enforcement of settlement agreements. Sims-Madison v. Inland Paperboard & Packaging, Inc.,

379 F.3d 445, 448 (7th Cir. 2004) (citing Pohl v. United Airlines, 

Inc., 213 F.3d 336, 338 (7th Cir. 2000)). Both parties rely on 

Illinois law to support their arguments, so we too will look 

to that body of substantive law. Under Illinois law, the existence of a valid and enforceable contract is a question of law 

when the basic facts are not in dispute. Echo, Inc. v. Whitson 

Co., 121 F.3d 1099, 1102 (7th Cir. 1997). A settlement agreement is enforceable if there was a meeting of the minds or 

mutual assent to all material terms. Abbott Labs. v. Alpha 
6 No. 15-1098

Therapeutic Corp., 164 F.3d 385, 387 (7th Cir. 1999) (citing SBL 

Assoc. v. Village of Elk Grove, 617 N.E.2d 178, 182 (Ill. 1993)). 

Material terms are sufficiently definite and certain when 

they enable a court to ascertain what the parties agreed to 

do. K4 Enters., Inc. v. Grater, Inc., 914 N.E.2d 617, 624 (Ill. 

App. Ct. 2009) (citing Midland Hotel Corp. v. Reuben H. Donnelly Corp., 515 N.E.2d 61, 65 (Ill. 1987)).

Illinois follows the objective theory of intent whereby the 

written records of the parties’ actions—rather than their subjective mental processes—drive the inquiry. Newkirk, 536 

F.3d at 774; see also Int’l Minerals & Chem. Corp. v. Liberty 

Mut. Ins. Co., 522 N.E.2d 758, 764 (Ill. App. Ct. 1988) (“The 

paramount objective is to give effect to the intent of the parties as expressed by the terms of the agreement.”). 

When a settlement agreement concerns federal claims in 

the employment discrimination context, we typically inquire 

whether the agreement was knowingly and voluntarily executed based on the totality of the circumstances. Dillard v. 

Starcon Int’l, Inc., 483 F.3d 502, 507 (7th Cir. 2007). This inquiry is unnecessary here, however, since Beverly did not 

contend during the district court proceedings, and does not 

contend on appeal, that she executed the handwritten 

agreement involuntarily or unknowingly. See Milligan v. Bd. 

of Trs. of S. Ill. Univ., 686 F.3d 378, 386 (7th Cir. 2012) (“Milligan did not make that argument, either here or in the district 

court. His failure to do so forfeits the argument.”).

We find that the district court correctly concluded that 

the handwritten agreement was enforceable because the 

agreement sufficiently defines the parties’ intentions and obligations. The material terms in the agreement clearly provide that Beverly offered to “resolve this matter”—i.e., vol-
No. 15-1098 7

untarily dismiss her alienage and disability claims—if Abbott paid $210,000 and mediation costs. See Elustra v. Mineo, 

595 F.3d 699, 709 (7th Cir. 2010) (“We find that the material 

terms were definite and certain: defendants would pay 

$6,000 to the Elustras in exchange for their dismissal of the 

lawsuit.”). It also states that Abbott had five days within 

which to accept Beverly’s offer, which it did the following 

day. Both parties and their respective attorneys signed the 

agreement, further demonstrating their intent to be bound 

by the terms of the document. And the elated response of 

Beverly’s counsel to Abbott’s acceptance further underscores 

the parties’ understanding that the handwritten agreement

would settle Beverly’s claims.

Beverly contends that the district court erred in relying 

on cases such as Elustra v. Mineo that involve oral agreements because the agreement at issue here was handwritten, 

not oral. But Beverly fails to cite a single case to support this 

contention, much less explain why the oral-versus-written 

distinction is relevant here. This failure amounts to forfeiture. See United States v. Berkowitz, 927 F.2d 1376, 1384 (7th 

Cir. 1991) (holding that “perfunctory and undeveloped arguments, and arguments that are unsupported by pertinent 

authority,” are forfeited on appeal). Forfeiture aside, our cases counsel that the relevant inquiry is whether the agreement 

at issue is sufficiently clear regarding its material terms, not 

whether the agreement was captured in writing. Compare

Abbott Labs., 164 F.3d at 388 (involving preliminary written 

agreement), and Wigod v. Wells Fargo Bank, N.A., 673 F.3d 547,

564 (7th Cir. 2012) (same), with Elustra, 595 F.3d at 708–09 

(involving preliminary oral agreement), and Dillard, 483 F.3d 

at 507–08 (same).
8 No. 15-1098

B. Typewritten Proposal Does Not Affect Enforceability

Beverly argues that the twenty-one-day consideration period and the seven-day revocation period in the typewritten 

proposal demonstrate that Abbott intended to be bound only if the typewritten proposal was executed. But this argument ignores the fact that the “anticipation of a more formal 

future writing does not nullify an otherwise binding agreement.” Abbott Labs., 164 F.3d at 388 (citing Dawson v. Gen. 

Motors Corp., 977 F.2d 369, 374 (7th Cir. 1992)). Indeed, we 

have observed that “Illinois courts have not been shy about 

enforcing promises made in the context of ongoing negotiations and often involving preliminary or ‘incomplete’ 

agreements.” Dawson, 977 F.2d at 374 (collecting cases). We 

agree with the district court that the parties’ failure to execute the typewritten proposal simply left the handwritten 

agreement’s enforceability undisturbed.

Beverly’s reliance on Ocean Atlantic Development Corp. v. 

Aurora Christian Schools, 322 F.3d 983 (7th Cir. 2003), is misplaced. Ocean Atlantic involved two offer letters that, instead 

of triggering certain key obligations and events themselves, 

merely anticipated the triggering of these obligations and 

events by the future execution of an anticipated contract. Id.

at 997–99 (observing that both offer letters stated they “will 

serve to set forth some of the parameters for an offer,” and 

that inspection, default, and refundability of the earnest 

money deposit all depended on the future execution of a 

contract and not of the offer letters). Here, however, neither 

the text of the handwritten agreement nor the parties’ prior 

dealings demonstrate that the parties believed their mutual 
No. 15-1098 9

obligations were dependent upon the future execution of a 

final contract with additional terms. 

Beverly also argues that the handwritten agreement is 

not enforceable because it omits certain purportedly material 

terms that appear in the subsequent draft proposal. We disagree.

A settlement agreement may be enforceable despite the 

omission of certain terms so long as those terms are not material. See Wigod, 673 F.3d 547, 564 (7th Cir. 2012) (observing 

that “[a] contract may be enforced even though some contract terms may be missing or left to be agreed upon” (citing 

Acad. Chi. Publishers v. Cheever, 578 N.E.2d 981, 983–84 (Ill. 

1991))); Pritchett v. Asbestos Claims Mgmt. Corp., 773 N.E.2d 

1277, 1282 (Ill. App. Ct. 2002) (“Every feasible contingency 

that might arise in the future need not be provided for in a 

contract for the agreement to be enforceable.... Ambiguity 

will prevent the enforcement of a contract only where the 

ambiguity affects the material terms of the contract.”).

Beverly appears to concede—as she must—that the payment of $210,000 and mediation fees and the dismissal of the 

case are material terms. But she argues that additional terms 

were required to communicate the parties’ fundamental obligations—specifically, provisions relating to indemnification, future cooperation between the parties, Beverly’s future 

employment options with Abbott, the precise allocation of 

settlement funds, and express language concerning release 

and waiver. However, these various provisions, taken together, constitute nearly the entire six-page typewritten proposal; certainly they are not all equally essential. See Rose v. 

Mavrakis, 799 N.E.2d 469, 473–74 (Ill. App. Ct. 2003) (stating 

that “[t]he lack of nonessential details ... will not render a 
10 No. 15-1098

contract unenforceable”); Dillard, 483 F.3d at 508 (“The materiality of additional written terms introduced after an oral 

agreement is reached is not established simply by one party’s intransigence or ‘refusal to budge’ on the new terms.”). 

Beverly implicitly acknowledges this when she refers to indemnification, cooperation, and future employment in cursory fashion, with no attempt to explain how any of these 

issues are so vital that the parties would not have settled the 

dispute without them. We therefore reject Beverly’s suggestion that the handwritten agreement is unenforceable due to 

its silence regarding indemnification, cooperation, and future employment. See Berkowitz, 927 F.2d at 1384. 

It bears mentioning that a transcript (or some other recording) of the private mediation session here may have 

provided important clarity regarding the parties’ beliefs and 

intentions relating to the handwritten agreement and the 

draft proposal. We encourage future litigants to record any 

communications that directly relate to final settlement 

agreements. 

We now turn to the remaining provisions concerning 

waiver and allocation that Beverly contends are material.

Beverly argues that the handwritten agreement was not intended to be final because it lacked the waiver-and-release 

language that the typewritten proposal describes as “an essential and material term of this Agreement and that, without this provision, no agreement would have been reached 

by the parties.” But the handwritten agreement states that 

Beverly demanded $210,000 and mediation costs “to resolve 

this matter.” Though perhaps inartful, this phrase adequately conveys Beverly’s offer to abandon her claims against Abbott; the use of formal terms such as “waiver,” “release,”
No. 15-1098 11

and “covenant not to sue” was unnecessary—at least regarding the claims Beverly alleged in her complaint. See Wilson v. 

Wilson, 46 F.3d 660, 667 (7th Cir. 1995) (holding that a settlement agreement in which the plaintiff agreed to drop all 

claims against the defendants in exchange for a specific sum 

of money was enforceable, despite the fact that the agreement did not specify whether the plaintiff’s promise would 

take the legal form of a release or a covenant not to sue).

The other purportedly material term that Beverly focuses 

on is allocation. Specifically, she contends that the allocation 

of the $210,000 between backpay (which is taxable) and 

damages (which are not taxable) is a material term, and that 

the handwritten agreement’s silence on this issue renders it 

unenforceable. We conclude, however, that Beverly forfeited

this argument by failing to raise it with the district court. In 

its motion to enforce the settlement agreement, Abbott stated that at the mediation, the parties agreed that a portion of 

the settlement amount would be paid directly to Beverly’s 

attorneys, and that the remaining amount would be split 

equally between backpay and damages. In her opposition 

brief, Beverly failed to rebut this statement or otherwise reference allocation, and the only purportedly “material” terms 

she identified were, by her own admission, non-financial in 

nature. This failure amounts to forfeiture for purposes of this 

appeal. See Milligan, 686 F.3d at 386.

Beverly proffers several arguments for why forfeiture has 

not occurred, but none are availing. Beverly suggests that 

the district court considered and ruled on the allocation issue because the typewritten proposal, which contains an allocation provision, was included as an exhibit in Beverly’s 

opposition brief. But neither party expressly referenced this 
12 No. 15-1098

provision in its briefs, and the district court was under no 

obligation to identify and analyze every possible way in 

which the provision could be employed to either party’s 

benefit. See Williams v. Dieball, 724 F.3d 957, 963 (7th Cir. 

2013) (“Judges are not clairvoyant, and if they were required 

to go out of their way to analyze every conceivable argument not meaningfully raised, their work would never 

end.”). Nor was the allocation issue preserved simply because Abbott briefly raised the issue. See id at 962 (reasoning 

that “to find that one party’s argument was preserved because his opponent defended against it out of an abundance 

of caution would be to punish the opponent for being more 

thorough”). In addition, Beverly invites us to interpret the 

list of purportedly material provisions she identified in her 

opposition brief as non-exhaustive, and to read allocation 

into that list. We decline to do so. See Fednav Int’l Ltd. v. 

Cont’l Ins. Co., 624 F.3d 834, 841 (7th Cir. 2010) (emphasizing 

that “a party has waived the ability to make a specific argument for the first time on appeal when the party failed to 

present that specific argument to the district court, even 

though the issue may have been before the district court in 

more general terms”). 

Beverly suggests that, despite her failure to raise the allocation issue with the district court, we may nevertheless 

reach the issue by exercising our discretion. “We may consider a forfeited argument if the interests of justice require it, 

but it will be a ‘rare case in which failure to present a ground 

to the district court has caused no one—not the district 

judge, not us, not the appellee—any harm of which the law 

ought to take note.’” Russian Media Grp., LLC v. Cable Am., 

Inc., 598 F.3d 302, 308 (7th Cir. 2010) (quoting Amcast Indus. 

Corp. v. Detrex Corp., 2 F.3d 746, 749–50 (7th Cir. 1993)). Here, 
No. 15-1098 13

Beverly’s failure to raise the allocation issue with the district 

court precluded the parties from further developing the record on the issue, and reasonably permitted the district court 

to infer that the issue was not so important to the parties as 

to constitute a material term. Beverly does not offer any reason on appeal that warrants the exercise of discretion here, 

and we decline to invent one. See S.E.C. v. Yang, 795 F.3d 674, 

679 (7th Cir. 2015) (holding that discretionary review was 

improper, in part, because the party “made no attempt to 

demonstrate why his case qualifies as one of these” rare cases).

III. CONCLUSION

The judgment of the district court is AFFIRMED.