Background
In 2017, the Department of Veterans Affairs removed Daniel James Lynn from his position as a Police Officer. Lynn sought review from the Merit Systems Protection Board, and in 2023, he and the Department executed a settlement agreement resolving the dispute. The agreement required the Department to pay Lynn a lump sum and included a provision for Lynn to provide a completed VA Form 10091 for payment processing. Lynn’s non-attorney representative, Brook Beesley, submitted the form listing a consulting firm as the payee instead of Lynn. The Department denied the payment, and the Board denied Lynn’s petition for enforcement, finding the payment terms unambiguous.
The court’s reasoning
The court stated that a settlement agreement is a contract and its construction is a question of law reviewed de novo. The court explained that if a contract provision is clear and unambiguous, the court may not resort to extrinsic evidence to interpret it. The agreement listed Lynn as the Appellant and stated that the Department would pay the Appellant a lump sum. Although the agreement allowed Beesley to complete and sign vendor paperwork, it did not indicate that the payment could be made to anyone other than Lynn. The court rejected Lynn’s argument that extrinsic evidence should be considered to interpret the terms. The court also found that the Department’s compliance with the unambiguous terms could not violate its duty of good faith and fair dealing.
What it means going forward
The ruling reinforces that courts will enforce the plain language of settlement agreements without considering extrinsic evidence when the terms are unambiguous. It clarifies that representatives may handle administrative paperwork for payments but cannot alter the designated payee if the contract explicitly names the individual.