IN THE UNITED STATES DISTRICT COURT 

FOR THE NORTHERN DISTRICT OF ILLINOIS 

EASTERN DIVISION 

BENEFIT COSMETICS LLC, ) 

 ) 

 Plaintiff, ) 

 ) No. 20-cv-02552 

 v. ) 

 ) Judge Andrea R. Wood 

THE PARTNERSHIPS AND ) 

UNINCORPORATED ASSOCIATIONS ) 

IDENTIFIED ON SCHEDULE “A,” ) 

 ) 

 Defendants. ) 

MEMORANDUM OPINION AND ORDER 

Plaintiff Benefit Cosmetics LLC (“Benefit”) owns several trademarks for its beauty 

products. It brought the present trademark infringement action against dozens of defendants, 

named in an attached Schedule “A,” that allegedly operated online stores selling infringing and 

counterfeit products bearing Benefit’s trademarks. Only one Defendant, Oxygen Ocean, appeared 

to defend itself. However, Oxygen Ocean was ultimately voluntarily dismissed from the action 

pursuant to a settlement agreement. Now, Oxygen Ocean, through its sole proprietor Louai Saleh 

Taan, moves pro se to withdraw from and set aside its settlement agreement with Benefit (Dkt. 

No. 69),1 on the ground that Taan claims the case was settled without his knowledge by an 

attorney who did not have authority to settle the matter on his behalf. For the reasons that follow, 

Oxygen Ocean’s motion is denied. 

1

 After filing its initial motion, Oxygen Ocean moved for leave to file an amended motion to withdraw and 

set aside settlement agreement (Dkt. No. 72), which the Court granted (Dkt. No. 76). The motion for leave 

to amend attached a proposed amended motion as Exhibit A, which the Court treats as the operative 

motion to withdraw. 

Case: 1:20-cv-02552 Document #: 87 Filed: 03/28/22 Page 1 of 11 PageID #:1539
2 

BACKGROUND 

Benefit is a beauty company that manufactures and sells cosmetics, among other products. 

Its cosmetics incorporate a variety of common-law and federally-registered trademarks. 

According to Benefit, the defendants listed in Schedule “A” filed along with its complaint are 

individuals and business entities that operate online stores offering for sale counterfeit Benefit 

products to consumers in the United States, including Illinois. Benefit brought the present action 

against those defendants asserting claims for trademark infringement and false designation of 

origin under the Lanham Act, 15 U.S.C. §§ 1114, 1125(a). Shortly after initiated the case, Benefit 

successfully moved ex parte for a temporary restraining order that took down Defendants’ online 

stores and froze their assets. (Dkt. Nos. 13, 27.) Later, Benefit obtained a preliminary injunction 

that kept in place the injunctive relief granted in the temporary restraining order. (Dkt. Nos. 38, 

44.) 

On August 20, 2020, shortly after entry of the preliminary injunction, Louai Saleh Taan 

filed a submission setting forth his defense to Benefit’s claims against Oxygen Ocean. (Dkt. No. 

46.) Taan represented to this Court that he is a citizen of Jordan and the sole proprietor of Oxygen 

Ocean. While he admitted that Oxygen Ocean sold about 100 counterfeit Benefit products, he 

claimed that he believed at the time that the products were authentic. Once he learned of the 

injunctive relief entered against Oxygen Ocean, Taan reached out to Benefit to negotiate a 

settlement but the parties were unable to come to an agreement. 

Around that time, Benefit was negotiating settlements with other Defendants and had 

moved for entry of default and default judgment as to the remainder, including Oxygen Ocean. 

(Dkt. No. 50.) Taan appeared before this Court at a telephonic status hearing held on September 

10, 2020, where he explained that the freeze on Oxygen Ocean’s Amazon account was damaging 

Case: 1:20-cv-02552 Document #: 87 Filed: 03/28/22 Page 2 of 11 PageID #:1540
3 

his business and he wanted to do what was necessary to lift the freeze. The Court stated that it 

would recruit a lawyer for Taan and Oxygen Ocean through the Northern District of Illinois’s 

Settlement Assistance Program, who would represent them for the limited purpose of settlement 

negotiations. Further, the Court denied Benefit’s motion for entry of default as to Oxygen Ocean 

and stayed Oxygen Ocean’s obligation to answer the complaint to give the parties the opportunity 

to discuss settlement. 

Benefit filed a notice of voluntary dismissal as to Oxygen Ocean on October 8, 2020. Taan 

did not appear at an October 15, 2020 hearing addressing Benefit’s pending for motion for entry 

of default and default judgment. During the hearing, the Court observed that Taan had not availed 

himself of the services of the Settlement Assistance Program. Counsel for Benefit explained that 

Taan had settled the matter but apparently used an attorney not associated with the Settlement 

Assistance Program. The Court then granted Benefit’s motion for entry of default and default 

judgment as to the other Defendants that had not settled and closed the case. (Dkt. Nos. 57, 58.) 

The case remained closed until February 5, 2021, when Taan entered a pro se appearance 

and filed a motion to set aside default and default judgment. (Dkt. Nos. 59, 60.) The Court held a 

hearing on the motion on February 10, 2021. At the hearing, the Court explained to Taan that 

there was no default judgment to be vacated as to Oxygen Ocean because it had been voluntarily 

dismissed pursuant to Taan’s settlement agreement with Benefit. However, Taan objected to the 

settlement agreement and claimed that he was “misguided” into entering it without the assistance 

of counsel from the Settlement Assistance Program. In response, Benefit’s counsel explained that 

they had worked with an attorney named Lilian Khosravi to reach a settlement agreement with 

Taan. Taan denied that Khosravi represented him and claimed that he never signed a settlement 

agreement with Benefit. Consequently, the Court reinstated the case for the limited purpose of 

Case: 1:20-cv-02552 Document #: 87 Filed: 03/28/22 Page 3 of 11 PageID #:1541
4 

resolving the validity of the putative settlement agreement. Further, the Court directed the parties 

to meet and confer to see if they could resolve the dispute regarding the settlement agreement on 

their own. 

The parties reported back to the Court at a status hearing held on March 11, 2021. Benefit 

took the position that the settlement agreement was valid whereas Taan denied entering into an 

enforceable settlement agreement. Benefit subsequently filed with the Court the document it 

described as the operative settlement agreement. (Dkt. No. 66.) That document, which included a 

signature dated September 23, 2020 above a line with Taan’s printed name, provided that Taan 

and Oxygen Ocean would, among other things, pay $20,000 to settle Benefit’s claims against 

Oxygen Ocean. Taan responded by filing the present motion to withdraw from and set aside the 

settlement agreement. In his motion, Taan first explained that while he had reached out to 

Khosravi, he had only given her authority to manage his communications with Benefit and had 

not authorized her to settle the case. Further, according to Taan, Khosravi had expressly told him 

that she was a California attorney that could not represent him in an Illinois case. Taan also 

claimed that he did not know how the settlement agreement filed by Benefit was procured and 

denied signing it. To that end, Taan submitted as an exhibit his signed government-issued photo 

ID so the Court could compare the signature on it to the signature on the settlement agreement. 

In response to Taan’s motion, Benefit submitted a declaration that attached as exhibits 

Benefit’s counsel’s various communications with both Khosravi and Taan. (Martin Decl., Dkt. 

No. 71.) Those exhibits show that Khosravi first contacted Benefit’s counsel on July 26, 2020, 

claiming to represent Taan for settlement purposes. (Martin Decl., Ex. 1, Dkt. No. 71-1.) Then, on 

October 4, 2020, Taan emailed Benefit’s counsel to follow up on “the settlement agreement of 

20k with oxygen ocean,” noting that he “didn’t see any changes or deduction from our Amazon 

Case: 1:20-cv-02552 Document #: 87 Filed: 03/28/22 Page 4 of 11 PageID #:1542
5 

account.” (Martin Decl., Ex. 3, Dkt. No. 71-3.) Ten days later, Khosravi sent an email to Benefit’s 

counsel expressing concern that she had not received a copy of the settlement agreement signed 

by Benefit or any indication that Benefit was “taking the proactive steps to withdraw the agreed 

settlement amount from Amazon.” (Martin Decl., Ex. 4, Dkt. No. 71-4.) Sometime after this 

email, Khosravi received a settlement agreement signed by Benefit. Yet, over the next two 

months, emails from both Khosravi (sometimes cc’ing Taan) and Taan indicated that the freeze on 

Oxygen Ocean’s account remained in place. (Id.) Between mid-December and early January, 

Taan sent Benefit’s counsel several emails complaining that Amazon had taken no action to either 

pay Benefit the settlement funds or to lift the freeze on his account and requesting Benefit’s 

counsel’s assistance in speeding up the process. (Martin Decl., Exs. 5–6, Dkt. Nos. 71-5–71-6.) 

Finally, on January 27, 2021, Benefit’s counsel received an email from an attorney named 

Solomon Barnes, who stated that $20,000 was an “outrageous settlement amount” and requested 

that the settlement agreement be set aside. (Martin Decl., Ex. 7, Dkt. No. 71-7.) 

When Taan next appeared before the Court at a May 6, 2021 status hearing, he asserted 

that the emails submitted by Benefit, purportedly sent by him to Benefit’s counsel, did not prove 

that there was an enforceable settlement agreement. Specifically, he emphasized that those emails 

were sent from the email address smartmovetech@gmail.com rather than the email address at 

which Taan was served in this action, online2sell4you@gmail.com. Thus, according to Taan, 

Benefit’s counsel had no reason to believe that they were actually communicating with Taan in 

their email exchanges with the smartmovetech@gmail.com address. In response to the Court’s 

questioning, Taan represented that he was not associated with the smartmovetech@gmail.com 

address and had not received copies of the emails submitted by Benefit. Following the hearing, 

Case: 1:20-cv-02552 Document #: 87 Filed: 03/28/22 Page 5 of 11 PageID #:1543
6 

the Court took Taan’s motion to withdraw from and set aside the settlement agreement under 

advisement without further briefing or an evidentiary hearing. 

DISCUSSION 

“A settlement agreement is a contract and as such, the construction and enforcement of 

settlement agreements are governed by principles of local law applicable to contracts generally.” 

Laserage Tech. Corp. v. Laserage Lab’ys, Inc., 972 F.2d 799, 802 (7th Cir. 1992). In Illinois, a 

settlement agreement is enforceable “where there has been an offer, an acceptance, and a meeting 

of the minds or mutual assent as to all material terms.” Desimone v. Danaher Corp., No. 17-cv5232, 2018 WL 4181483, at *4 (N.D. Ill. Aug. 31, 2018); see also Allscripts Healthcare, LLC v. 

Etransmedia Tech., Inc., 448 F. Supp. 3d 898, 904 (N.D. Ill. 2019) (“If no party raises a choice of 

law issue, the court applies the law of the forum state.” (internal quotation marks and alteration 

omitted)). Where the parties in a case pending before it agree to settle, a district court “possess[es] 

the inherent or equitable power” to summarily enforce that agreement. Wilson v. Wilson, 46 F.3d 

660, 664 (7th Cir. 1995). But where there is a material dispute as to the existence or terms of a 

settlement agreement, the district court should conduct an evidentiary hearing. Id. 

Here, Benefit has presented a written settlement agreement with definite terms, ostensibly 

signed by Taan. Taan’s only objection is that he did not agree to the settlement and does not know 

where the document came from; he does not otherwise contest its terms. He asserts that Khosravi 

acted without authorization to settle the matter and denies that his signature on the agreement is 

authentic. And although the emails introduced by Benefit appear to demonstrate that Taan was 

aware that Khosravi was negotiating on his behalf and knew of the existence and terms of the 

settlement, Taan denies sending emails from the smartmovetech@gmail.com address. Taan 

seemingly asserts that the emails were sent by an unknown imposter who, for some reason, 

Case: 1:20-cv-02552 Document #: 87 Filed: 03/28/22 Page 6 of 11 PageID #:1544
7 

conspired with Khosravi to execute a fraudulent settlement agreement. On its face, Taan’s story 

sounds implausible. And upon closer inspection, it completely falls apart. 

First, the Court addresses Taan’s contention that he had never seen nor signed the 

settlement agreement before it was executed. The signature on Taan’s photo ID and the signature 

on the settlement agreement exhibit significant differences. Standing alone, the dissimilarities 

might warrant an evidentiary hearing. However, Taan’s emails demonstrate that he knew of the 

settlement agreement and its material terms. In early October 2020, around two weeks after the 

agreement was ostensibly signed, Taan sent Benefit’s counsel an email following up on “the 

settlement agreement of 20k.” (Martin Decl., Ex. 3.) Thus, Taan both recognized the existence of 

a settlement agreement, including the fact that it required Taan and Oxygen Ocean to pay Benefit 

$20,000. And after Benefit executed the agreement, Taan sent several emails that, far from 

disaffirming the agreement, indicated that he was anxious to see Benefit withdraw the $20,000 

from his account so that the freeze on it would be lifted. (Martin Decl., Exs. 5–6.) 

These emails contradict Taan’s representation that he was not aware of the settlement 

agreement at the time of its execution and strongly suggest that his signature on the agreement is 

authentic. At minimum, they demonstrate a meeting of the minds between Taan and Benefit as to 

the material terms of the agreement: Taan, on behalf of Oxygen Ocean, would pay Benefit 

$20,000 and Benefit would drop its claims against Oxygen Ocean and lift its freeze on its account. 

See Zendejas v. Reel Cleaning Servs., Inc., No. 05 C 6933, 2009 WL 2431299, at *9 (N.D. Ill. 

Aug. 6, 2009) (“Courts within the Seventh Circuit have enforced settlement agreements when the 

parties agreed on the amount to be paid, although other terms had not been agreed upon.”); cf. 

Dawson v. Gen. Motors Corp., 977 F.2d 369, 374 (7th Cir. 1992) (“The fact that a formal written 

document is anticipated does not preclude enforcement of a specific preliminary promise.”). And 

Case: 1:20-cv-02552 Document #: 87 Filed: 03/28/22 Page 7 of 11 PageID #:1545
8 

because Taan repeatedly inquired as to when Benefit would withdraw its payment from the 

account and lift the freeze, he believed that the agreement final and enforceable. 

Taan asserts that these emails sent from smartmovetech@gmail.com were not sent by him 

and therefore do not show that he settled Benefit’s claims. But Taan’s own emails to this Court, 

included in the Appendix to this decision, reveal that Taan lied in open court when he said that he 

had nothing to do with the smartmovetech@gmail.com address. When Taan first appeared in this 

action in August 2020, the Court’s Courtroom Deputy sent preliminary communications to him at 

online2sell4you@gmail.com. On August 18, 2020 and August 20, 2020, Taan replied to the 

Courtroom Deputy from the online2sell4you@gmail.com address. In both emails, Taan 

apologized for his delayed response, explaining “our main Amazon account email address is 

different, which is ‘smartmovetech@gmail.com’ and we rarely open this email, but will keep 

checking it regularly until case is finished.” Thus, in August 2020, Taan informed the Court that 

his preferred email address was the same smartmovetech@gmail.com address from which he 

attempted to dissociate himself in open court in May 2021. Given that Taan has admitted to the 

Court that he controls the smartmovetech@gmail.com address, the Court concludes that there is 

no dispute that Taan was the individual communicating with Benefit’s counsel from that address. 

Consequently, the Court finds that Taan himself entered into an enforceable settlement agreement 

with Benefit, as memorialized in the written agreement that Benefit submitted to this Court. 

Having found that Taan himself agreed to settle with Benefit, Taan’s arguments 

concerning Khosravi’s authority to settle on his behalf are irrelevant. Normally, Illinois requires 

an attorney to have a client’s express authorization to settle a lawsuit. Blutcher v. EHS Trinity 

Hosp., 746 N.E.2d 863, 868 (Ill. App. Ct. 2001). But Taan’s signature on the written settlement 

agreement and subsequent manifestations of assent to its material terms make “the question of 

Case: 1:20-cv-02552 Document #: 87 Filed: 03/28/22 Page 8 of 11 PageID #:1546
9 

whether [Khosravi] had authority to settle a nonissue; the client had himself settled the case, not 

the agent.” Kazale v. Flower, 541 N.E.2d 219, 229 (Ill. App. Ct. 1989). In any case, Khosravi 

appears to have acted with Taan’s authorization, as she cc’d Taan on many of her emails to 

Benefit’s counsel, and Taan cc’d her on many of his emails to Benefit’s counsel. Further, Taan’s 

actions served to ratify the settlement agreement. “In general, a principal ratifies a contract made 

by an agent when, with knowledge of all the material facts, [he] either expresses [his] assent to the 

contract or fails to disaffirm the contract within a reasonable time and accepts benefits under it.” 

Hardin, Rodrgiuez & Boivin Anesthesiologists, Ltd. v. Paradigm Ins. Co., 962 F.2d 628, 634 (7th 

Cir. 1992). Here, Taan ratified the settlement agreement by indicating his awareness of its 

material terms, repeatedly requesting that Benefit implement its material terms, and making no 

attempt to disaffirm it until months after its execution. 

Based on the record, the Court concludes that Taan entered into an enforceable settlement 

agreement with Benefit. It would appear from his emails that Taan at some point became 

frustrated by Benefit’s delay in effectuating one of the agreement’s terms—the unfreezing of 

Oxygen Ocean’s Amazon account—and therefore sought to repudiate the agreement. But buyer’s 

remorse cannot render a settlement agreement unenforceable. Newkirk v. Village of Steger, 536 

F.3d 771, 775 (7th Cir. 2008). If a party “who has previously authorized a settlement changes his 

mind, that party remains bound by the terms of the agreement.” Glass v. Rock Island Refin. Corp., 

788 F.2d 450, 454 (7th Cir. 1986) (internal quotation marks and alteration omitted). For that 

reason, the Court denies Oxygen Ocean’s motion to withdraw and set aside the settlement 

agreement. 

 The Court next turns to Benefit’s request that the Court use its inherent authority to award 

it attorney’s fees due to Taan’s dishonest and contradictory arguments for invalidating the 

Case: 1:20-cv-02552 Document #: 87 Filed: 03/28/22 Page 9 of 11 PageID #:1547
10 

settlement agreement. “Federal courts possess certain ‘inherent powers,’ not conferred by rule or 

statute, ‘to manage their own affairs so as to achieve the orderly and expeditious disposition of 

cases.’” Goodyear Tire & Rubber Co. v. Haeger, 137 S. Ct. 1178, 1186 (2017) (quoting Link v. 

Wabash R.R. Co., 370 U.S. 626, 630–31 (1962)). “That authority includes ‘the ability to fashion 

an appropriate sanction for conduct which abuses the judicial process.’” Id. (quoting Chambers v. 

NASCO, Inc., 501 U.S. 32, 44–45 (1991)). Among the available sanctions is an award of 

attorney’s fees in the form of an order “instructing a party that has acted in bad faith to reimburse 

legal fees and costs incurred by the other side.” Id. But any such award must be compensatory 

rather than punitive; “the court can shift only those attorney’s fees incurred because of the 

misconduct at issue.” Id. 

Before imposing sanctions under its inherent authority, a court first “must make a finding 

of bad faith, designed to obstruct the judicial process, or a violation of a court order.” Fuery v. 

City of Chicago, 900 F.3d 450, 463–64 (7th Cir. 2018). As discussed above, the Court has already 

found that Taan lied in open court about his association with the smartmovetech@gmail.com 

email address. Unquestionably, Taan’s reliance on a verifiable falsehood to try to create a dispute 

of fact frustrated the Court’s ability efficiently and accurately to determine the enforceability of 

the settlement agreement. However, because attorney’s fees imposed under a court’s inherent 

power are compensatory, there must be “a causal link[] between the litigant’s misbehavior and 

legal fees paid by the opposing party.” Goodyear Tire & Rubber Co., 137 S. Ct. at 1186. And 

here, Taan’s falsehood came after briefing on his motion had closed and it did not cause Benefit 

to incur additional legal fees. Nonetheless, Taan’s conduct is sanctionable and the Court could 

fashion an appropriate alternative sanction. See, e.g., Salmeron v. Enter. Recovery Sys., Inc., 579 

F.3d 787, 797 (7th Cir. 2009) (“A district court’s inherent power to sanction for violations of the 

Case: 1:20-cv-02552 Document #: 87 Filed: 03/28/22 Page 10 of 11 PageID #:1548
11 

judicial process is permissibly exercised not merely to remedy prejudice to a party, but also to 

reprimand the offender and to deter future parties from trampling upon the integrity of the court.” 

(internal quotation marks omitted)). While Taan’s lie was a serious offense, because Taan is a pro 

se litigant whose case will be closed by the Court’s present decision, the Court chooses instead to 

admonish Taan for lying in open court but declines to impose any further sanctions in connection 

with that lie. 

Of course, Benefit made its request for attorney’s fees before Taan lied about his email 

address based on Taan’s general pattern of lies and contradictions in trying to invalidate the 

settlement agreement. While the Court agrees that Taan’s representations have been vague and 

evasive, the Court cannot identify any other conduct that amounts to sanctionable bad faith. 

Instead, finding few legal or factual bases to invalidate the settlement agreement, Taan grasped 

for weak but not wholly frivolous arguments. Particularly given his pro se status, Taan’s 

unsuccessful arguments do not warrant sanctions. And although some of his factual 

representations were suspicious, none were verifiably false. The Court therefore declines to 

impose sanctions under its inherent authority. 

CONCLUSION 

For the foregoing reasons, Oxygen Ocean’s motion to withdraw from and set aside 

settlement agreement (Dkt. No. 69) is denied. 

ENTERED: 

Dated: March 28, 2022 __________________________ 

 Andrea R. Wood 

 United States District Judge 

Case: 1:20-cv-02552 Document #: 87 Filed: 03/28/22 Page 11 of 11 PageID #:1549