[PUBLISH]

IN THE UNITED STATES COURT OF APPEALS

FOR THE ELEVENTH CIRCUIT

________________________________

No. 95-9418 

________________________________

D.C. Docket No. 1:94-cv-744-RLV

IN RE: 

T2

 MEDICAL, INC. SHAREHOLDER LITIGATION.

____________________________

KENNETH and LAURA BENDER, HAL BLOOMBERG,

ARNOLD BRUSTIN, JONATHAN BURSTEIN,

MARGARET C. CARNETT, et al.,

Plaintiffs-Appellants,

versus

JOSEPH C. ALLEGRA, T2

 MEDICAL, INC.,

DAVID HERSH, J. LEE LEDBETTER,

Defendants-Appellees,

DAVID SACHS, Objector, pro se; RICHARD 

A. LAWRENCE; CORAM HEALTHCARE CORPORATION,

Movants.

_________________________________________________________________ 

Appeal from the United States District Court 

for the Northern District of Georgia

_________________________________________________________________

(December 8, 1997)
2

Before HATCHETT, Chief Judge, ANDERSON, Circuit Judge, and LAY*

, Senior Circuit

Judge.

HATCHETT, Chief Judge: 

Appellants, class members of a federal securities lawsuit that concluded in a

settlement, moved, after final judgment had been entered, “to enforce” the settlement

agreement, asserting state-law claims against appellees for alleged misconduct occurring

during the period of the settlement negotiations. The district court, finding that

appellants’ motion constituted a contractually-prohibited attempt to modify the settlement

agreement, held that it had “no authority or jurisdiction” to entertain it. We affirm. 

BACKGROUND

On August 24, 1994, the district court in the Northern District of Georgia certified

a class of persons (appellants) who purchased T2 Medical, Inc. (T2) common stock from

________________________________________

*

 Honorable Donald P. Lay, Senior U.S. Circuit Judge for the Eighth Circuit, sitting by

designation. 
 1

 In July 1994, T2 merged with other companies to form appellee Coram Healthcare

Corp. (Coram). The parties agree that for purposes of this lawsuit Coram is the successor

in interest to T2. The individual appellees served as officers of T2. 

 2

 Pursuant to paragraph 2.3, the adjusted exercise price of the warrants was derived

from an agreed-upon initial exercise price of $20.25 that was adjusted "based on the

average closing price for Coram common stock for the ten business days preceding the

date at which the Judgment has become Final." Pursuant to the stipulation, the judgment

became “Final” on Saturday, June 17, 1995, “thirty (30) days after entry of the

Judgment,” and thus the ten-day adjustment period transpired June 5-9 and 12-16, 1995. 

The warrants have a four-year term from their date of issuance. 

3

December 2, 1991, through August 12, 1993, and “suffered damages as a result thereof.”1

Less than two months later, the parties executed a memorandum of understanding which 

memorialized the material terms of a settlement. 

In April 1995, the parties filed a stipulation of settlement with the district court. 

The stipulation provides that appellants release and discharge all claims against appellees

in exchange for $25,000,000 and 2,520,000 warrants to purchase Coram common stock. 

The adjusted exercise price of the warrants, calculated pursuant to a formula outlined in

paragraph 2.3 of the stipulation, was $22.125.2

 Paragraph 9.7 of the stipulation states that 

[t]his Stipulation of Settlement . . . shall not be subject to limitation,

impairment, modification, or termination for any reason . . . , including

without limitation the following:

(a) Any judicial . . . decision . . . of any type which allegedly

relates to any of the terms of this settlement or to any issue,

claim, allegation or defense which has been or might have

been asserted in the Litigation;

(b) Any change, whether adverse or positive, in the financial

condition, assets, liabilities, business, or any other corporate .

. . activity of any of the Parties; 
4

(c) Any allegedly newly discovered facts, legal issues, events

or allegations of any type which allegedly relate to any of the

terms of this settlement . . . ; or 

(d) Any other action or conduct of any type which allegedly

relates to any of the terms of this settlement . . . .

Paragraph 10.7 of the stipulation provides that the stipulation and its exhibits "constitute

the entire agreement among the parties hereto and no representations, warranties or

inducements have been made to any party concerning the Stipulation . . . other than the

representations, warranties and covenants contained and memorialized in such

documents." Paragraph 10.10 of the stipulation reads: “The Court shall retain

jurisdiction with respect to implementation and enforcement of the terms of the

Stipulation, and the Settling Parties hereto submit to the jurisdiction of the Court for

purposes of implementing and enforcing the settlement embodied in the Stipulation.” 

After conducting a fairness hearing, on May 19, 1995, the district court, in a Final

Judgment and Order of Dismissal, approved the "settlement set forth in the Stipulation,"

and "direct[ed] that it . . . be effectuated in accordance with its terms." The court also

wrote:

Without affecting the finality of this Judgment in any way, this Court

hereby retains continuing jurisdiction over (a) implementation and

administration of the settlement; (b) distribution of the Settlement Fund; (c)

determination of any questions or applications for attorneys' fees, costs,

interest, and expenses; (d) determination of any other applications for

payments out of the Settlement Fund; and (e) all parties heretofore [sic] the

purpose of enforcing and administering the Stipulation and Exhibits thereto

and the Litigation until the Judgment contemplated hereby has become

effective and each and every act agreed to be performed by the parties has

been performed pursuant to the Stipulation.
 3

 Appellees represent, and appellants do not dispute, that “Coram caused $25 million

to be transferred to Plaintiffs’ escrow agent, and also issued and transferred 2,520,000

warrants convertible to Coram common stock at the negotiated exercise price to

Plaintiffs’ escrow agent.” 

5

Thereafter, the conditions of settlement were fulfilled.3

 

Appellants allege that "[d]uring the pendency of the settlement, Coram made

numerous, materially false and misleading announcements to the investing public

regarding its business ventures and financial status, which inflated the market price of its

common stock." These announcements related to the following business activity: In

January 1995, Coram announced it would merge with Caremark International; on April 6,

1995, Coram reported the completion of this acquisition; and on April 18, 1995, Coram

announced a merger agreement with Lincare. According to appellants, 

[i]n early June of 1995, Coram learned that its analysis regarding the

value of the consummated Caremark merger was grossly erroneous. As a

consequence of this discovery, the pending merger with Lincare was

terminated. However, these facts were not disclosed to the plaintiffs or the

investing public until late July and early August. Thus, at the very time that

plaintiffs and defense counsel were determining the exercise price of the

Warrants under the terms of the Stipulation, the defendants knew that the

value of the Coram stock (which was used to establish th[e] exercise price .

. .) was grossly inflated. 

. . . . 

Had the plaintiffs and the investing public known of the materially

adverse information concealed by Coram, the average market price of

Coram common stock during the Adjustment Period would have been

approximately $5.25 per share, resulting in an Adjusted Exercise Price of

approximately $6.30 per share. Instead, on August 11, 1995, the truth

surrounding Coram's financial condition was revealed, and the price of

Coram common stock fell dramatically, virtually destroying the value of the
 4

 On August 11, 1995, Coram announced a second-quarter loss of $66,300,000.

6

Warrants and revealing Coram's breach of its obligations under the

Stipulation.

Appellants' Br. at 6-8.4

On August 29, 1995, appellants filed a Motion to Enforce Stipulation of Settlement

(motion to enforce), alleging, without any accompanying evidentiary support: (1) breach

of the covenant of good faith and fair dealing under Georgia law; (2) appellees’

commission of fraud upon the court; and (3) the doctrine of mutual mistake of fact under

Georgia law. Appellants requested the following relief: 

[P]laintiffs move this Court to declare that Coram is in breach of the

Stipulation and award the plaintiffs the appropriate measure of damages

reflecting the difference in value between 2,520,000 warrants with an

exercise price of $20.[25] with Coram at a stock value of $18.50 (the value

the day the Settlement Order became Final as defined in the Stipulation)

and the same number of warrants in Coram at the same exercise price with

Coram at a stock value of $5.25 (the closing price on August 14, 1995, the

day following Coram’s August 11 announcement).

In the alternative, plaintiffs move this Court for a decree of specific

performance of the terms of the Stipulation entailing the delivery of new

warrants with an Adjusted Exercise Price which is calculated using an

Effective Price that accurately reflects the true value of Coram during the

Adjustment Period. 

Finally, in the event that the Court disagrees with the Plaintiffs’

assertion that the false reports disseminated by Coram and its agents were

the product of a fraudulent scheme to inflate the Adjusted Exercise Price,

the law of mutual mistake of fact provides a basis upon which this Court

can remedy the destruction of the value of the warrants and effectuate the

clear intent of the Stipulation by reforming the Stipulation to provide for an

Adjusted Exercise Price which reflects the true value of Coram during the

Adjustment Period. 
7

In an Order filed October 12, 1995, the district court denied appellants' motion,

holding: 

Despite the clear language of Paragraph 9.7, the plaintiffs seek to have this

court modify the Stipulation agreed to by the parties.1

This court has no authority or jurisdiction to consider the plaintiffs'

motion because there is nothing left to "enforce" with respect to the

Stipulation. Additionally, the very terms of the Stipulation, as set out in

paragraph 9.7, prohibit the plaintiffs from seeking the kind of modification

they now desire. The fact that the value of the warrants received by the

plaintiffs has decreased provides no basis for this court [to] change the

terms agreed upon by the parties after extensive and intensive negotiations

by able counsel.

In footnote 1, the court noted that “[t]he plaintiffs’ attempt to characterize their motion as

a motion to 'enforce’ is unavailing. The court will certainly enforce the Stipulation,

including the terms included in Paragraph 9.7.”
 5

 “Unsure of the outcome of this appeal as to whether the district court possessed

jurisdiction to enforce the Stipulation,” Appellants’ Br. at 4 n.5, the warrant holders filed

a separate lawsuit against Coram and its officers in the Northern District of Georgia on

November 21, 1995, asserting claims for violations of (1) section 10(b) of the Securities

Exchange Act of 1934 (the 1934 Act), 15 U.S.C. § 78j(b), and Rule 10b-5, 17 C.F.R. §

240.10b-5; (2) section 20(a) of the 1934 Act, 15 U.S.C. § 78t(a); (3) O.C.G.A. § 10-5-

12(a)(2) (unlawful securities practices); (4) O.C.G.A. § 51-6-4 (fraud by silence); and (5)

the implied covenant of good faith and fair dealing. In February 1997, the district court

dismissed the action pursuant to Federal Rule of Civil Procedure 12(b)(6). According to

the court, the warrant holders’ claims “essentially involve[d] fraud in the inducement of

the Stipulation.” Hall v. Coram Healthcare Corp., Civ. Action No. 1:95-cv-2994-WBH,

slip op. at 9 n.6 (N.D. Ga. Feb. 13, 1997). After reciting paragraph 10.7 of the

stipulation, the court stated that 

[u]nder Georgia state law, merger clauses are enforceable and may prevent

a party from recovering for fraud in the inducement of a contract. If a

contract contains a merger or "entire agreement" clause and the injured

party seeks damages on the contract rather than rescission, then the clause

will prevent recovery by estopping the claimant from asserting reliance on

any misrepresentations (or omissions) allegedly made outside of the four

corners of the contract.

Hall, slip op. at 9 (footnote omitted). The court applied the Georgia rule to the federal

common law context and found that because “plaintiffs show[ed] no statements within the

Stipulation by which they were defrauded,” their federal securities claims could not

survive defendants’ motion. Hall, slip op. at 10. The court then declined to entertain the

warrant holders’ supplemental state-law claims. Hall, slip op. at 10-11. The warrant

holders have appealed the district court’s judgment in Hall in case number 97-8246, and

this court denied their subsequent motion to consolidate that appeal with the instant one.

8

Appellants filed a notice of appeal on November 3, 1995.5

 On November 28,

1995, appellees filed a motion to dismiss the appeal for lack of appellate jurisdiction,

which this court ordered carried with the case.

DISCUSSION
9

A district court’s determination that it lacked subject matter jurisdiction constitutes

a question of law that we review de novo. Fleming Cos. v. Abbott Lab. (In re Infant

Formula Antitrust Litig., MDL 878), 72 F.3d 842, 842-43 (11th Cir. 1995).

The prescriptions of the Supreme Court’s unanimous decision in Kokkonen v.

Guardian Life Insurance Co. of America, 114 S. Ct. 1673 (1994), control this case. In

Kokkonen, the parties settled a federal lawsuit based on diversity jurisdiction involving

state-law claims and counterclaims. Pursuant to Federal Rule of Civil Procedure

41(a)(1)(ii), the parties executed a Stipulation and Order of Dismissal With Prejudice,

which the district judge signed. Subsequently, the parties disagreed about Kokkonen’s

obligation to return certain files under the settlement agreement. Guardian Life moved to

enforce the agreement, and Kokkonen opposed the motion, arguing, in part, that the

district court lacked subject matter jurisdiction. The Ninth Circuit ultimately rejected

Kokkonen’s argument, holding that the district court retained jurisdiction under its

inherent supervisory power. Kokkonen, 114 S. Ct. at 1674-75. 

In reversing, the Supreme Court made clear that “[e]nforcement of [a] settlement

agreement . . . is more than just a continuation or renewal of the dismissed suit, and hence

requires its own basis for jurisdiction.” Kokkonen, 114 S. Ct. at 1675-76. In response to

Guardian Life’s assertion that ancillary jurisdiction supported its position, the Court

addressed its precedents concerning the doctrine and concluded that none “has, for

purposes of asserting otherwise nonexistent federal jurisdiction, relied upon a relationship

so tenuous as the breach of an agreement that produced the dismissal of an earlier federal
10

suit.” Kokkonen, 114 S. Ct. at 1676. The Court recognized that it had asserted ancillary

jurisdiction in “two separate, though sometimes related,” instances: “(1) to permit

disposition by a single court of claims that are, in varying respects and degrees, factually

interdependent, and (2) to enable a court to function successfully, that is, to manage its

proceedings, vindicate its authority, and effectuate its decrees.” Kokkonen, 114 S. Ct. at

1676 (citations omitted). The Court found that neither instance matched the

circumstances before it. With regard to the second, which is pertinent to this case, the

Court stated:

We think . . . that the power asked for here is quite remote from what courts

require in order to perform their functions. . . . [T]he only order here was

that the suit be dismissed, a disposition that is in no way flouted or

imperiled by the alleged breach of the settlement agreement. The situation

would be quite different if the parties’ obligation to comply with the terms

of the settlement agreement had been made part of the order of dismissal --

either by separate provision (such as a provision “retaining jurisdiction”

over the settlement agreement) or by incorporating the terms of the

settlement agreement in the order. In that event, a breach of the agreement

would be a violation of the order, and ancillary jurisdiction to enforce the

agreement would therefore exist.

Kokkonen, 114 S. Ct. at 1677.

We believe that the district court properly determined that it lacked jurisdiction to

entertain appellants’ motion. In our view, appellants' misdenominated “motion to

enforce” seeks a modification of the settlement agreement because it requests

compensation pursuant to an adjusted exercise price for the warrants that differs from the

one generated by the formula in the stipulation. As the district court correctly held, it did

not retain jurisdiction, pursuant to paragraph 9.7 of the stipulation, over a party's
 6

 At oral argument, appellants' counsel expressly disavowed that the motion to enforce

was one arising under Federal Rule of Civil Procedure 60(b).

 7

 Appellees' motion to dismiss this action for want of appellate jurisdiction is denied.

11

attempted modification of the settlement. Accordingly, the court had no authority to

exercise ancillary jurisdiction over appellants' motion. Because appellants have not urged

that any other provision of law enabled the district court to exercise jurisdiction, we

affirm the district court's judgment .6

AFFIRMED.

7