UNITED STATES CO URT OF APPEALS
FOR THE TENTH CIRCUIT

__________________ _______________ CHOICE HOTELS INTERNATIONAL, INC., Pl aintiff - Appellee,

v. PAPAMKRUPA HOSPITALITY, LLC, a/k/a Paramkru pa Hospitality, LLC, an Oklahoma limited liability company, De fendant - Appellant. No. 20-5003 (D.C. No. 4:18-CV -00285-GKF-JFJ) (N.D. Okla.)

__________________ _______________ ORDER AND JUDGMENT *

__________________ _______________ Before TYMKOVICH , Chief Judge, HOLMES , and BACHARACH , Circuit Judges.

__________________ _______________ This appeal grew out of negotiations to settle a trademark dispute, which arose from termination of a ho tel franchise. The fr anchisor (Choice Hotels International, Inc. ) terminated the franchise on the ground that the

* Because oral argument would not materially help us to decide the appeal, we have decided the appeal based on the record and the parties’ briefs. See Fed. R. App. P. 34(a)(2) (C); 10th Cir. R. 34.1(G). Our order and judgment does not constitute bi nding precedent except under the doctrines of law of the case, res judicata, and collateral estoppel. But the order and judgmen t may be cited for its persuasi ve value if otherwise appropriate. See Fed. R. App. P. 32.1(a); 10th Cir. R. 32.1(A). FILED United States Court of Appeals Tenth Circuit 

### April 13, 2021 Christopher M. Wolpert Clerk of Court2 franchisee (Paramkrupa Hospitality, LLC) had failed to pay fees. After the hotel franchise was terminated, the pa rties clashed on wh ether Paramkrupa was infringing Choice Hotels’ trademarks. The parties ultimately agreed to settle for $60,000 with an agreed judgment for $200,000 if Paramkrupa failed to pa y. A disagree ment arose, however, and Paramkrupa refused to sign. This refusal spurred Choice Hotels to move for enfo rcement of the settlement agreement. The district court granted the motion and awarded $200,000 to Choice Hotels for Paramkrupa’s failure to timely pay the agreed settlement amount ($60,000). Paramkrupa appeals. We affirm in part and reverse in part. We affi rm the grant of Choice Hotels’ motion to enforce the settlement, conc luding that the parties reached an enforceable agreement. But we conclude that the district court erred in entering the j udgment for $200,000. This part of the ruling strayed beyond Choice Hotels’ motion.
I. The parties ostensibly agree on the writ ten terms. During the penden cy of the suit, the partie s negotiated and appeared to reach an agreement on the terms. Th ese terms included a requirement for Paramkrupa to

 pay $60,000 and

 sign an agreed judgment for $200,000, to be filed only if Paramkrupa failed to timely pay the settle ment amount ($60,000).3 Paramkrupa agreed, acknow ledging the existence of a “deal.” Appellant’s App’x vol. 2, at 214. The parties then set out to memoria lize the settlement

terms. The attorneys ex changed drafts of the settle ment agreemen t. In this exchange, Paramkrupa proposed revision s and Choice Hotels stated that it agreed. Choice Hotels then sent a final version of the settlement agreement, asking Para mkrupa to sign. After receiving the settlement agreement, Paramkrupa’s counsel aske d Choice Hotels to confirm that it was releasing any claims that could have been raised in the lawsuit, including potential claims for breach of contract. C hoice Hotels responded “no,” and Paramkrupa refused to sign. Id. at 274.
II. The district court can enforce th e settlement agreement if the parties reached a meet ing of the minds. The district court can summarily enforce a settlem ent agreement. Shoels v. Klebold , 375 F.3d 1054, 1060 (10th Cir. 2004). When the court exercises this power, we apply th e abuse-of-discretion standard. Id. In determining whether the district court abused its discretion, we consider whether the parties reac hed an enforceable settlement. A settlement is enforceable only if it constitutes an enforceable contract, so we consider the forum state’s laws on contract formation. United States v. McCall , 235 F.3d 1211, 1215 (10th Cir. 2015). In the forum state4 (Oklahoma), we consider whether th e parties reached a meeting of the minds. Okla. Stat. tit. 15, § 66.
III. Though Paramkrupa refused to sign, the parties reached a meeting of the minds

. When the atto rneys approved the settlement agreement, it contained a release of all claims “w hich were or co uld have been brought in this Lawsuit and which arise out of Defendant’s [Paramkrupa’s] alleged unauthorized use of the CH OICE family of marks at or in conn ection with the Subject Property [the hotel].” Appellant’s App’x vol. 2, at 292–93. The threshold issue is whethe r this term left enough uncertainty between the parties to prevent a meeting of the minds. Firstul Mtg. Co. v. Osko , 604 P.2d 150, 152–53 (Okla. Civ. App. 1979). In Oklahoma, the te st is whether the agreed term provided a basis for determining the existence of a breach and selecting an appropriate remedy. Id. at 153. The district court concluded that a meeting of the minds existed, interpreting th e agreed release to unambiguously exclude a contract claim by Choice Hotels for nonpayment of fees. Paramk rupa challenges the district court’s approach, arguing that the court s hould have conducted an evidentiary hearing before determining whether the parties had reached a meeting of the minds. And if the cour t decided that the parties had reached an agreement, Paramkrupa argues, th e court should have declined to interpret the release te rm. Interpretation, in Paramkrupa’s view, was5 something that should wait until Choi ce Hotels actually su ed for breach of

contract. In our view, the district court pr operly addressed the meaning of the release term. There was little need for evidence, for the parties agreed on the release term. The only question is what the rel ease term meant. Choice Hotels argued that the release term did not affe ct a future breach-ofcontract claim for nonpayment of fees, and Paramkrupa argued the opposite. The district court could not resolve that dispute without interpreting th e meaning of th e release term. In resolving that dispute, the di strict court properly focused on the release term itself. It joins two cond itions with the conj unction “and,” so both conditions were need ed to release Paramkrupa . The parties agree that one of the conditions is th at the claim must be one that could have been (or was) brought in this lawsuit. Paramkrupa points out that Choice Hotels could have included a breach-of-contract cl aim in this suit, so this condition is satis fied. But the release term contains a second conditi on: A claim is released only if it “arise[s] out of Defenda nt’s alleged unauthorized use of the CHOICE family of marks” at th e hotel. A breach-of-contr act claim for nonpayment of fees would not “arise out of” Paramk rupa’s unauthorized use of Choice Hotels’ family of marks. So the release term would not cover a breach-of-6 contract claim for nonpayment of fees. Choice Hotels’ inte rpretation of the release term was thus correct.
IV. The district court went too far by entering a judgment against Paramkrupa for $200,000. Agreeing with Choice Hotels’ in terpretation of the settlement agreement, the district court properly concluded that the agreement was enforceable. But the cour t didn’t stop there. The settlement agreemen t required an agreed judgm ent for $200,000 in the event that Pa ramkrupa failed to pa y the settlement amount ($60,000). Though Choice Hote ls didn’t ask the distri ct court to enter the agreed judgment, the court thought that it was required under the settlement agreement. So the district court not on ly granted Choice Hotels’ motion to enforce the settlement agre ement but also issu ed a judgment for $200,000 based on the j udgment that Paramkrupa had agreed to sign. The parties agree th at we should a pply de novo review on this aspect of the ruling. In c onducting de novo review, we must ex amine the provision for the agreed judgment. Paramkrupa di d promise to sign the agreed judgment, but Choice Hotels agreed that Paramk rupa would have ten days to cure a defau lt. Until the ten days pa ssed without any payment, Choice Hotels was not to file the judgment. By entering the judgment, the district c ourt not only bypassed the opportunity to cure but al so deprived Paramkrupa of notice. Paramkrupa7 should have had an opport unity to supply input prior to entry of the judgment. Cf. Oldham v. O.K. Farms, Inc. , 871 F.3d 1147, 1150–51 (10th Cir. 2017) (explaining that a sua sponte summary judgment ruling should be reversed if the losing party was procedurally prejudiced by the lack of notice).
V. Conclusion We affirm the order gr anting the moti on to enforce the settlement agreement. But we vacate the judgment and rema nd for further proceedings consistent with this decision. 1

Entered for the Court

Robert E. Bacharach Circuit Judge

1 Counsel for Paramkrupa has move d for leave to wi thdraw, and we grant this motion.