Costco Wholesale Corp. v. Llanio-Gonzalez
213 So. 3d 944
Fla. Dist. Ct. App.2017Background
- Plaintiffs sued defendant after a slip-and-fall: wife for personal injuries, husband for loss of consortium. Defendant served separate, nearly identical proposals for settlement to each plaintiff with different monetary amounts.
- Each proposal stated the amount was "inclusive of fees and costs," required a general release and joint stipulation of dismissal, and said parties would bear their own attorney’s fees (fees not part of the claim).
- Attached releases defined the defendant as “Second Parties” in very expansive, standard general-release language and released "all manner of action ... from the beginning of the world to the end of these presents."
- Plaintiffs did not accept the proposals. Defendant obtained summary judgment and moved to recover attorney’s fees under the proposals; the trial court taxed costs but denied attorney’s fees, finding the proposals ambiguous and releases overbroad.
- Defendant appealed, arguing the proposals and general releases were unambiguous and enforceable under settled Florida law.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether defendant's proposals for settlement were ambiguous and therefore unenforceable | Proposals were ambiguous because the proposal text was narrower than the attached release; release swept in additional persons/claims beyond the lawsuit | Proposals and attached standard general releases were clear and typical; not ambiguous; enforceable under Rule 1.442 and §768.79 | Court reversed: proposals and releases were sufficiently clear and definite to allow informed acceptance; not ambiguous |
| Whether a broad general release attached to a proposal invalidates the proposal | Broad release creates ambiguity about who/what is released and could affect offeree's decision | A standard expansive release does not render a proposal invalid; precedent upholds such releases as unambiguous | Court held broad, standard release language is clear and does not invalidate the proposal |
| Whether all-encompassing temporal language in the release bars future claims beyond the lawsuit (i.e., overbroad) | Release language "from the beginning of the world" could be read to release claims beyond those matured at execution | Such all-inclusive temporal language is well-established to bar only claims matured prior to execution; it does not affect post-release claims | Court held the all-inclusive temporal language is a standard release phrase that bars only pre-existing claims and is not ambiguous |
| Standard for evaluating ambiguity under Rule 1.442 | Plaintiffs implied strict/technical reading that ambiguity invalidates proposals | Defendant relied on Rule 1.442 precedent: proposal must be sufficiently clear to allow informed decision; courts should not nitpick unless ambiguity could reasonably affect acceptance | Court applied de novo review and Rule 1.442 standards, concluding no reasonable ambiguity that would affect acceptance |
Key Cases Cited
- Kuhajda v. Borden Dairy Co. of Ala., LLC, 202 So.3d 391 (Fla. 2016) (eligibility for fees under §768.79 and Fla. R. Civ. P. 1.442 reviewed de novo)
- Board of Trustees of Florida Atlantic Univ. v. Bowman, 853 So.2d 507 (Fla. 4th DCA 2003) (broad general-release language is typical and unambiguous)
- Alamo Financing, L.P. v. Mazoff, 112 So.3d 626 (Fla. 4th DCA 2013) (standard release language including affiliates and officers does not render proposal invalid)
- Plumpton v. Cont'l Acreage Dev. Co., Inc., 830 So.2d 208 (Fla. 5th DCA 2002) (all-inclusive temporal language bars claims matured before execution)
- State Farm Mut. Auto. Ins. Co. v. Nichols, 932 So.2d 1067 (Fla. 2006) (Rule 1.442 requires proposals be sufficiently clear for informed decision; courts should not demand impossibility)
- Anderson v. Hilton Hotels Corp., 202 So.3d 846 (Fla. 2016) (courts discouraged from "nitpicking" settlement proposals; ambiguity must reasonably affect offeree's decision)