NOT PRECEDENTIAL UNITED STATES COURT OF APPEALS FOR THE THIRD CIRCUIT

_____________

No. 12

- 1730

_____________ SHELL’ S DISPOSAL AND RECYCLING, INC., Appellant

v. CITY OF LANCASTER; CITY COUNCIL; J. RICHARD GRAY, MAYO R; DEPARTMENT OF PUBLIC WORKS; CHARLOTTE KATZENMOYER, DIRECTOR; BUREAU OF SOLID WASTE AND RECYCLING; MICHAEL J. DEVANEY, MANAGER OF SOLID WASTE AND RECYCLING; LANCASTER COUNTY SOLID WASTE MANAGEMENT AUTHORITY; JAMES WARNER,

EXECUTIVE DIRECTOR OF THE LANCAS TER COUNTY S OLID WASTE MANAGEMENT AUTHORITY

_______________ On Appeal from the United States District Court for the Eastern District of Pennsylvania (D.C. No. 0 7

- cv - 3545 ) District Judge: Hon. Joel H. Slomsky

_______________ Submitted U nder Third Circuit LAR 34.1(a) November 16 , 2012 Before: SCIRICA, FISHER, and JORDAN , Circuit Judges

. (Filed: November 16, 2012 )

_______________ OPINION OF THE COURT

_______________2 JORDAN, Circuit Judge

. Shell’s Disposal and Recycling, Inc. (“Shell’s Disposal” or “the Company” ) appeals a February 14, 2012 order by the United States District Court for the Eastern
D istrict of Pennsylvania denying its objections to and granting a motion to enforce a settlement a greement between it and the City of Lancaster . For the following reasons, we will affirm.
I. Background Shell’s Dis posal has operated as a trash collection , waste disposal, and recycling business since 1976, and has been licensed to haul waste in Lancaster , Pennsylvania since 1990 . As a licensed waste hauler, Shell’s Disposal entered into contracts with residents and commercial establishments for the collection of their garbage. Tho se contracts were generally for a one

- year term, and they automatically renewed absent action by the part ies. By the time of the initiation of this action , Shell’s Disposal had approximately 800 such contracts. In September 2006, Lancaster ’s City Council passed an o rdinance that altered the waste management pro cedures for the c ity. Specifically, the Ordi nance converted
Lancaster from a “multi

- hauler” system of residential trash collection to a “single

- hauler” system. (App. at 54.) Although the Ordinance provided that it did not “ impair the obligations of any E xisting Contract” ( App. at 55), Shell’s Disp os al believed that the steps c ity officials took to begin implementing the O rdinance had that effect. The Company particularly objected to a brochure sent to residents explaining the new
program , and to other interactions between c ity officials and citize ns that it believ ed3 prompted cancellations of its collection services. To remedy these concerns, on August 27, 2007, Shell’s Disposal filed suit in the Eastern District of Pennsylvania against the City of Lancaster , its City Council, and various city offi cials (collectively, the “City”) , a sserting , inter alia , federal constitutional claims under 42 U.S.C. § 1983 and a variety of state law claims

. 1 After discovery and various pretrial motions, the District Court ordered on February 18, 2009, that the par ties appear for mediation before Chief Magistrate Judge Carol Sandra Moore Wells. Judge Wells conducted several mediation sessions

t hroughout 2009 and early 2010. Following a session on January 15, 20 10, during which both parties were represented by coun sel, Judge Wells determined that the parties had reached a settlement and issued an o rder marking the matter “SETTLED and CLOSED .” 2

1 Shell ’s Disposal also filed a motion for a preliminary injunction o n October 29, 2007. That motion was resolved on July 21, 2008, by a Stipulation to Settle due to agreement by the parties that “no circumstances exist requiring preliminary injunctive action by the Court.” (App. at 38 , 108.) The Stipulation Order also r eflected the parties’ agreement that “none of the Plaintiff’s existing contracts are subject to being terminated ... until at least 2011.” (App. at 109.) ( App. at 112.) A Mutual Release and Settlement Agreement (the “Written Agreement”)

was subsequently drafted, which provide d , in substantial part, t hat Shell ’s Disposal would (1) transfer its recycling business to another individual, (2) terminate all residential contracts with city residents by September 30, 2011 , (3) abide by the provisions of the Ordinance, and (4) withdraw its federal lawsuit with prejudice. In exchange, the City would (1) forgive $4,500 in unpaid real estate taxes, (2) mark satisfied $12,000 in fines

2 The Order also established that the District Court “specifically retain[ed] jurisdiction to enforce the terms of the Settlement Agreement.” (App. at 112.)4 and costs imposed upon Shell ’s Disposal in other judicial proceedings with the City, (3) withdraw a pendin g c ontempt proceeding against the Company, (4) pay the Company’s attorneys’ fees and costs, (5) mark sat i sfied the Company’s outstanding loan balance with the City of approximately $285,000 , and (6) permit the Company to continue serving its
residential cu stomers through September 2011.
W hen presented with the Written Agreement on February 3, 2010, however, Willie Shell, Sr., the owner and representative of Shell’s Disposal, refused to sign it, claiming to have never agreed to enter into a binding settl ement agreement with the City

. That refusal prompted t he City to file a motion to enforce the settlement a greement (as embodied in the Written Agreement) , and on May 28, 2010 , Judge Wells held a hearing to address Mr. Shell’s concerns about its enforcemen t

. At that hearing, attorneys who
had been present at the January 15 mediation session, including counsel for Mr. Shell , 3

I sat throu gh all the negotiations on Janua ry 15, 2010 . My client agreed to the terms of the Settlement Agreement. We

– afterwards we talked about it. We took a cab from the Courthouse ... and at no time during that cab ride when we testified that the parties had all understood that they had reached a binding settlement agreement at that s ession. T he attorneys al so testified that th e subsequently drafted Written Agreement accurately reflecte d the terms of that settlement

. In par ticular,
Mr. Shell’s attorney from the January 15 proceeding offered the following testimony:

3 Mr. Shell terminated the services of that attorney and brou ght new counsel to represent the Company’s interests at the May 28 proceeding. The prior attorney was still an at torney of record, howeve r .5 discussed the settlement was there any indication that the case w as not settled. 4 (App. at 1 32.) Counsel fo r the City tes tified similarly, and Judge Wells’s notes and recollection corroborated that testimony. Judge Wells emphasized that she had “stated to [Mr. Shell] in no uncertain terms that if he had any complaint s or issues to be negotiated, that was the time to do it, and that once we shook hands and had confirmed [the terms], it would be over.” ( App. at 155.) Mr. Shell did not directly dispute his attorney ’s or Judge Wells ’s statements , but insisted that he ha d never understood the agreement to be completely final and objected to some of its provisions

. Over Mr. Shell’s objection s , Judge Wells concluded that a binding settlement had been reached through an oral agreement on January 15 , and that the Written Ag reement accurately captured its terms

. She formalized those conclusions in a Memorandum Opinion and Order issued Decem ber 30, 2011 , granting the City’s motion to enforce the settlement a greement. Shell’s Disposal responded by filing a number of written

o bjections with the District Court

. First, it asserted that Judge Wells overstepped her authority by issuing her December 30 order without the parties’ consent, in violation of local rules and federal law

. The Company next argued that Judge Wells’s order was

un enforceable because the District Court lacked subject matter jurisdiction over the case,

4 To the extent that Mr. Shell’s c onversation with his attorney was entitled to the protection of attorney

- client privilege, that privilege was waived by the Company’s failure to timely object to the attorney’s testimony . Fed. R. Evid. 103(a)(1). S hell’s Disposal admits that it failed to object to the evidence, but argues that it “was effectively without representation” during the May 28 hearing, and thus could not have waived the privilege by failing to object. (Appellant’s Br. at 33.) That claim is false. Shell’s Disposal ’s new counsel appeared on its behalf at the hearing and certainly could have objected

.6 which had become purely a contract dispute governed by state law . Finally, it repeated the claim that Mr. Shell had never entered into a binding settlement agre ement, calling the record demonstrating his agreement “flimsy and unreliable” (App. at 204), and the terms of the Written Agreement “illusory, indefinite and unenforceable” ( id. at 205). Specifically, Shell’s Disposal complained that the January 15 mediat ion session had not been transcribed, that its ex - attorney’s testimony was not credible, that Judge Wells had still been requesting additional documentation during the so

- c alled final settlement conference , that the de tails of the transfer of the Company’s recycling business were left unspecified, and that the City’s subsequent compliance with the terms of the Written Agreement did not constitute evidence of mutual agreement. Due to these alleged defects, Shell’s Disposal requested that the Di strict Cour t conduct a de novo review of Judge Wells’s order and “invalidate and set aside [her] findings that the parties entered into a Settlement Agreement.” ( Id. at 202, 207. ) The
Court con ducted the requested review, denied the Company’s objections, adopted a l l of Judge Wells’s findings, and upheld her o rder granting the City’s motion to enforce the settlement agreement

. On March 1, 2012, Shell ’s Disposal filed a motion for reconsideration of the District C ourt’s o rder in light of ongoing proceedings in Bank ruptcy Court. The Company had filed for Chapter 11 b ankruptcy in 2009, and its counsel in the bankruptcy proceedings advised the District Court that “it [was their] position that the settlement agreement between the parties is rendered null and void” by p rovisions of the Bankruptcy7 Code allowing the debtor

- in

- possession to reject executor y con tracts

. (App. at 24, 233 .) Shell’s Disposal had not raised that argument a t any prior point in the litigation

. 5 Before the District Court ruled on that motion, w hich was summarily denied, Shell’s Disposal filed this timely a ppeal of the February 14, 2012 o rder.
II. Jurisdiction and Standard of Review We consider first whether, as Shell’s Disposal argues, we lack subject matter jurisdiction to enforce the sett lement agreement. The Company claims that Judge Wells’s January 15, 2010 o rder establishing that the parties had entered into a binding settlement divested federal courts of jurisdiction by transforming the case into a purely state law issue. 6

5 On June 26, 2012, the Bankruptcy Court confirmed Shell’s Disposal’s Plan of Reorganization. That Plan includes the following provision : The City d isagrees, arguing that a district court has the inherent “power to ... enforce settlement agreements entered into with its approval” (Appellee’s Br. at 16

-

The United States District Court for the Eastern District Court of Pennsylvania has recently held that the Debtor

- in

- Possession entered into a voluntary settlement agreement with the City of Lancaster. The Debtor

- in

- Possession disputes that but as pa rt of this Amended Plan of Reorg anization rejects pursuant to § 365 of the Bankruptcy Code any settlement agreement entered into with the City of Lancaster, and intends to proceed with litigation in the United States District Court or elsewhere. (App. at 247.)

6 I t is , it seems, somewhat contradictory for Shell ’s Disposal to at once argue both that this Court lacks jurisdiction because the parties entered into a binding settlement and that this Court should deny the City’s motion because no agreement was in fact made , but that is the Company’s line of attack

.8 17) , and that , in any event, Judge We lls’s January 15 o rder specifically retained jurisdiction for that purpose. Shell ’s Disposal is of course correct that “[f]ederal courts are courts of limited jurisdi ction. ” Kokkonen v. Guardian Life Ins. Co

. , 511 U.S. 375, 377 (1994). Moreover, the S upreme Court has agreed that federal courts do not automaticall y have jurisdiction to enforce a settlement agreement simply because the agreement resolved underlying federal claims. I d. at 38 0

- 8 1 ( “[T]he concept of limited federal jurisdiction [does not] permit[] us to assert[] ancillary jurisdiction over any agreeme nt that has as part of its consideration the dismissal of a case before a federal court.” )

. Generally, i f a federal court dismissed the original action due to settlement of the claims , a later motion for enforcement of the settlement is purely a matter of state contract law, and the federal court must have “some independent basis for federal jurisdiction” to resolve the dispute

. Id. at 382. Such an independent basis is not required , however, when a district court “embod[ied] the settlement contract in it s dismissal order ” or specifically retained jurisdiction over enforcement of the settlement

. Id. at 381

- 82. In such situations, the district court may later entertain an action arising from the settlement agreement under its inherent authority to “manage its proceedings, vindicate its authority, and effectuate its decrees.” Id. at 380.
H ere, the District Court had jurisdic ti on over Shell’s Disposal’s original claims under 28 U.S.C. § 1331, and Judge Wells’s January 15, 2010 o rder closing that case
spe cifically retained jurisdiction for the purpose of enforcing the terms of the settlement agreement. The District Court therefore continued to have jurisdiction to address the City’s motion to enfor ce that agreement, from which this appeal originated. We, in turn,9 have jurisdiction under 28 U.S.C. § 1291 . We exercise plenary review over the District Court’s conclusions of law, and review that Court’s findings of fact for clear error

. Covington v. Cont’l Gen. Tire, Inc. , 381 F.3d 216, 218 ( 3d Cir. 2004); Tiernan v. Devoe , 923 F.2d 1024, 1031 ( 3d Cir. 1991).
III. Discussion Beyond the jurisdictional question, Shell’s Disposal suggests three reasons why the D istrict Court erred in adopting Judge Wells’s grant of the City’s motion to enforce the set tlement a greement. First, the Company argues that Judge Wells repeatedly acted be yond the s cope of her authority, and thus the District Court illegally expanded her jurisdiction by enforcing her December 30, 2011 o rder. Second, it raises concerns about the underl ying substance of Judge Wells’s o rder, arguing that her finding that there was a binding settlement agreement was unsupported by law and fact. Third, it claims that the District Court should have reconsidered its holding in light of § 365 of the Bankruptc y Code, which allows a debtor

- in

- possession to reject certain contracts. 11 U.S.C. § 365.
We address each of those arguments in turn

. A. Scope of Judge Wells’s Authority Federal law permits magistrate judges to perform a variety of function s on behalf of a district court

. Most relevant to this case, 28 U.S.C. § 636(b)(1)(B) permits a magistrate judge to “conduct hearings, including evidentiary hearings, and to submit to a judge ... proposed findings of fact and recommendations for the disposition” of a m atter, even absent the consent of the parties. See also Fed. R. Civ. P

. 72(b) ( providing that a magistrate judge may conduct such proceedings “without the parties’ consent”); In re10 U.S. Healthcare , 159 F.3d 142, 145 (3d Cir. 1998) (same). 7

The process that the District Court a nd Chief Magistrate Judge Wells engaged in
here comports with the requirements of 28 U.S.C. § 636(b)(1)(B). Judge Wells conducted a special evidentiary hearing on May 28, 2010, and, based on the evidence presented at that hearing, concluded that the parti es had entered into a binding settlement agreement. Accordingly, sh e issued her December 30, 2011 o rder granting the City’s motion to enforce the agreement. Shell ’s Disposal f iled timely objections to that o rder with the District Court and obtained a de novo review of Judge Wells’s findings. The District Court then adopted tho se f indings and issued its own o rder enforcing the settlement agreement. Even if Judge Wells lacked the parties’ consent to adjudic ate the Unless the dis trict court accepts those findings and recommendations, they do not have the force of law. Cont’l Cas. Co. v. Dominick D’Andrea, Inc. , 150 F.3d 245, 250 (3d Cir. 1998). Moreover, if any party files objections t o the magistrate judge’s findings and recomm endations, the
district court judge “shall make a de novo determination” of the disputed findings. 28 U.S.C. § 636 (b)(1)(C)

. That de novo determination does not require that the district court conduct its own evidentiary hearing. United States v. Radda tz , 447 U.S. 667, 674 (1980). Rather, the district court is entitled to exercise its “sound judicial discretion” in determining how much to rely on a magistrate’s proposed findings and recommendations. Id. at 676.

7 When the parties have provided consent, a magistrate judge’s authority is broader. Under § 636(c)(1), a magistrate may conduct “any or all proceedings in a

... civil matter and order the entry of judgment in the case” if the parties have previously consented to having a magistrate judge adjudicate their dispute. 28 U.S.C. § 636(c)(1).11 motion to enforce

– a fact that the parti es dispute

– the District Court formally adopted her findings after a de novo review of the record. 8 T herefore, the functio ns Judge Wells engaged in consisted of conducting an evidentiary hearing and submitting proposed findings and recommendations to the District Cou rt. Under § 636(b)(1)(B), those
function s do not require the consent of the parties, and Judge Wells did not exceed the scope of her authority. 9

8 Most of the parties’ briefing on that issue addresses the presence or absence of consent. Consent is relevant when a magistrate judge rules on a dispositive pretrial motion, conducts trial proceedings, or enters a final judgment in a case. See In re U.S. Healthcare , 159 F.3d at 145. Shell’s Disposal is correct that Judge Wells issued an order granting the motion to enforce the settlement, which, on its face, seemed to resolve the dispositive issue of whether a binding settlement agreement exists. If it had directly appealed that order, rather than filing objections with the District Court, Shell’s Disposal may h ave h a d a meritorious claim that the order violates 28 U.S.C. § 636(b)(1)(A), which requires the parties’ consent before a magistrate judge rules on a dispositive motion. In re U.S. Healthcare , 159 F.3d at 145. But the Company filed its objections with th e District Court, and the Court conducted a de novo review of those findin gs, replacing the magistrate’s conclusions with its ow n. Any procedural defect in Judge Wells’s origi nal order is thus harmless , and is not an appropriate ground for reversal. Fed. R. Civ. P. 61. 9 To the extent that Shell’s Disposal challenges Judge Wells’s authority to issue the January 15, 2010 order closing the case, that claim is also unavailing. The Company had the right to appeal or file objections to that order, yet faile d to do so. We have made clear that “in civil cases, the right to appeal the ruling of a magistrate judge is waived if reconsideration before the district court is not sought in a timely fashion.” United States v. Polishan , 336 F.3d 234, 240 (3d Cir. 200 3). Shell’s Disposal did not formally object to the January 15, 2010 order until almost two years later, far exceeding the 14

- day period in which to file timely objections, E.D. Pa. Civ. Rule 72.1, and the 30

- day window for appeals, Fed. R. App. P. 4(a)(1 )(A). It has thus waived any challenge to the January 15 order.12 B. Factual and Legal Basis for Enforcing the Settlement Agreement Shell’s Disposa l next argu es that the District Court erred in adopting factual findings and legal conclusions that were not adequately supported by law and fact. Specifically, the Company insists that there is insufficient evidence that Mr. Shell agreed
to material terms of suffic ient definiteness to support the conclusion that a binding settlement agreement was reached. The City disagrees, claiming that Mr. Shell personally entered into an agreement he understood to be binding, and that his subsequent disputes reflect a change of heart, not flaw s in the underlying agreement

. The validity and enforceability of settlement agreements is governed by state contract law. Am. Eagle Oufitters v. Lyle & Scott Ltd. , 584 F.3d 575, 582 (3d Cir. 2009); Mazzella v. Koken , 739 A.2d 531, 536 ( Pa. 1999). Under Pennsylvania law, 10

10 We apply Pennsylvania law because all of the transactions leading to this litigation occurred in that state. Tiernan , 923 F.2d at 1033 (“the applicable law is that of the place with t he most significant relationship to the parties and the transaction”). “the test for enforceability of an agreement is whether both parties have manifested an intention to be bound by its terms and whether the terms are sufficiently definite to be specifically enforced.” Channel Home Ctrs . v. Grossman , 795 F.2 d 291, 298

- 99 (3d Cir. 1986). T he first of tho se questions is factual in nature, and we review the District Court’s factual determinations for clear error. Tiernan , 923 F.2d at 1031 n. 5. T he second calls for a lega l conclusion, wh ich we review de novo

. Am. Eagle Outfitters , 584 F.3d at 585; Covington , 381 F.3d at 218.13 1. Parties’ Intention To Be Bound To have entered into a binding contract, the parties must have manifested an intention to be bound. Channel Home Ctrs. , 795 F.2d at 2 98

- 99. In assessing whether such intent was pr esent, the inquiry is an objective one. If a party behaves in such a way that a reasonable person would apprehend that he intends to be bound by the terms of the agreement, that party’s hidden subjective inte nt cannot overcome his outward manifestation of agreement. Am. Eagle Outfitters , 584 F. 3d at 582. The presence or absence of a si gned writing is relevant to that determination, but is not dispositive. Id. at 584. If the parties have agreed to the esse ntial terms of a contract, “the fact that they intend to formalize their agreement in writing but have not yet done so does no t prevent enforcement of such agreement.” Mazzella , 739 A.2d at
536 ; see also Am. Eagle Outfitters , 584 F.3d at 582 (“[P]arties m ay bind themselves contractually although they intend, at some later date, to draft a more formal document.”) (quoting Goldman v. McShain , 247 A.2d 455, 459 ( Pa. 1968)). On t he other hand, merely engaging in negotiations, drafting preliminary documents, o r agreeing “to enter into a b inding contract in the future” d o es not create an enforceable contract “because the parties themselves have not come to an agreement on the essential terms of the bargain and therefore there is nothing for the court to enforce. ” Am. Eagle Outfitters , 584 F.3d at
582 ( internal quotation marks omitted ). The key inquiry is not the extent to which the parties have put their agreement in writing, but rather whether the parties agreed to the essential terms of a contract. Mazzella , 739 A.2d at 536

.14 Here, there is sufficient evidence that Mr. Shell, on behalf of Shell’s Disposal, agreed to the terms of th e settlement agreement on January 15, 2010. In addition to Judge Wells’s notes describing the agreement, Mr. Shell’s own attorne y testified that his client left the January 15 mediation session with the understanding that a settlement had been reached. In fac t, Mr. Shell has never expressly denied that he orally agreed to the

terms as documented in the Written Agreement , or that J udge Wells explained that his agreement would constitute a binding settlement . Mr. Shell instead maintains that he expressed “concerns” about the provisions of the Agreement (Appellant’s Opening Br. at 11), that he did not agree “to settle the matter” ( id

. ), and that “no documents or evidence” exist establishing that he agreed to the proposed terms ( id. at 30). He carefully avoids claiming that his attorney and Judge Wells are incorrect in saying that he v erbally
manifested his assent to each of the terms documented in the Written Agreement, instead attacking the credibility of his attorney, emphasizing the absence of a signed writing , and noting deficiencies in the record . In its de novo review of the record, the District Court considered those concerns, but nonetheless concluded that Mr. Shell had agreed to the settlement. Given that t here is uncontradicted evidence supporting that conclusion, we cannot say that it is clearly erroneous. See United States v. Igbonwa , 120 F.3d 437, 441 (3d Cir. 1997) (“[ W]hen the district court’s decision is based on testimony that is coherent and plausible, not internally inconsistent and not contradicted by external evidence, there can almost never be a finding of clear error. ”) (citing Anderson v. Bessemer City , 470 U. S. 564, 575 (1985))

.15 2. Ambiguity of the Settlement Terms Even when there is evidence of mutual assent, a settlement agreement does not constitute an enforceable contract if there are “ambiguities and undetermined matters which render [the] settlement agree ment impossible to understand and enforce.” Mazzella , 739 A.2d at 537 (internal quotation marks omitted)

. To be enforceable, an agreement must be certain about “the nature and extent of its obligation [ s ] .” Am. Eagle Outfitters , 584 F.3d at 585. That re quirement does not mean that the presence of any interpretive ambiguity renders an agreement unenforceable. Id. at 585

- 86. Rather, a contract fails for indefiniteness when it is “impossible to understand” what the parties agreed to bec ause the essential terms are ambiguous or poorly defined. Id. at 586. For example, the Pennsylvania Supreme Court has held that an agreement was une nforceable when the parties failed to even discuss terms like price and manner of performance, Lombardo v. Gasparini Excavati ng Co. , 123 A.2d 663, 666 (Pa. 1956), and when the parties exchanged draft agreements that differed dramatically on the essential terms, Mazella , 739 A.2d at 537

- 38

. Shell’s Dispos al argues that even presuming that Mr. Shell agreed to the terms of the W ritten Agreement, the settlement cannot be enforced because “[t]here are several material terms that remain[] open and undecided.” (Appellant’s Opening Br. at 28. ) The only ambiguity that the Company specif ically identifies in its briefing , however, rela tes to the transfer of its recycling business. According to Shell ’s Disposal , the parties’ failure to establish who would take ownership of that business creates an indefinite material term that prevents enforcement of the agreement. The City does not re spond to that claim in16 its briefing, but during the May 28, 2010 hearing its attorney argued that Mr. Shell’s agreement to transfer operations of the recycling business “was the core issue that changed the City’s position about being willing to talk settle ment.” (App. at 194.) Therefore, the issue we must resolve is not whether that term is material, which both parties have conceded, but whether it is sufficiently definite to be enf orceable

. As captured in the Written Agreement, the disputed term states that “She ll agrees to cease operating [its] recycling business and to transfer the business to another individual as soon as said transfer can be effectuated, hopefully in 60 to 90 days, but in no event later than 120 days from the date of this Settlement Agreement.” 11 ( App. at 121.) Although that provision does not specify who will take ownership and on what conditions , that ambiguity goes to the details of performance, not to the “nature and extent of [the parties’] obligation [ s ] .” Am. Eagle Outfitters , 58 4 F.3d at 585. T he parties were not bargaining for the transfer of the busin ess to a particular individual . R ather , the City wanted to ensure that Mr. Shell would no longer be the person managing the recycling center , a condition the parties viewed as essent ial to the resolution of their overall dispute

. 12

11 We examine the terms of the Written Agreement even though the actual settlement agreement was reached orally because no party disputes that the Written Agreement reflects the terms di scussed during the oral agreement. That obligation is clear and enforceable from the terms of the Written Agreement. Whom the recycling business is transferred to is not a material term here , as

12 Mr. Shell’s management of the recycling center was apparently unrelated to the City’s shift to a single

- hauler trash collection system, but it was nonetheless a source of tension between the parties and was addresse d in their agreement along with the rest of their disputes.17 it would be if one were considering an agreement for the actual sale of the busine ss. Mr. Shell and his Company have maximum flexibility in satisfying this provision of the Written Agreement, subject only, it appears, to the limitation that the transfer not be a sham that leaves Mr. Shell inv olved in the business. Therefore, the District Court did not err in adopting Judge Wells’s conclusion that the settlement terms agree d to by the parties constitute a binding, enforceable contract.
C. Effect of § 365 of the Bankruptcy Code Finally, Shell’s Disposal argues that the District Court erred by failing to reconsider its decision in light of § 365 of the Bankruptcy Code, which allows a debtor

in

- possession to reject its executory contracts. 11 U.S.C. § 365. The City challenges that assertio n, arguing that the settlement agreement is not an exe cutory contract, and that the agreement’s obligations remain even if rejected

. We need not address the City’s response, however, because even presuming that Shell’s Disposal is correct that the

contrac t is executory, that argument is not an appropriate basis for reversal , for two

reasons. First, the District Court properly rejected that argument in its denial of the Company’s March 1, 2012 motion for reconsideration , a decision we review for abuse of discretion

. North River Ins. Co. v. CIGNA Reinsurance Co. , 52 F.3d 1194, 1203 (3d Cir. 1995). We have made clear that a motion for reconsideration must be based on at least one of the following grounds: “ (1) an intervening change in the controlling law ; (2) the availability of new evidence that wa s not [previously] available ...; or (3) the need to

correct a clear error of law or fact or t o prevent manifest injustice.” Max’s Se afood Cafe18 ex re l . Lou

- Ann, Inc. v. Quinteros , 176 F.3d 669, 677 (3d Cir. 1999 ). Shell’s Disposal has been in bankruptcy proceedings during the entire course of this litigation, an d thus had ample opportunity to raise its bankruptcy argument prior to a motion for reconsideration. See id. at 678 (noting that “[c]ourts often take a dim view of issues raised for the first time in post

- judgment motions”) (internal quotation marks omitted)

. The Company points to no new law, no new evidence, and no “clear error” warranting reconsideration of the District Court’s order. That Court there fore did not abuse its discretion by denying the Company’s motion

. More fundamentally, the question of whether a contract is executory arises only if an enforceable contract exists. It is that preliminary question

– and only that question

– that we are c alled upon to resolve today. Any subsequent disputes regarding the abilit y of the debtor

- in

- possession to reject that contract may be raised in the appropriate forum at an appropriate time , but they are not properly before us on this appeal.
IV. Con clusion For the foregoing reasons, we will affirm the District Court’s denial of Shell’s Disposal’s objections and its grant of the City’s motion to enforce the settlement agreement.