Grange Mutual Casualty Company v. Boris Woodard
2016 U.S. App. LEXIS 11481
| 11th Cir. | 2016Background
- March 2014 car collision: Thomas Dempsey (insured by Grange) struck Boris and Anna Woodard; Anna died. Policy limits: $50,000 per person / $100,000 per accident.
- Woodards’ counsel sent a timed settlement offer under O.C.G.A. § 9-11-67.1 for the $100,000 policy limits, listing 11 conditions; key terms demanded written acceptance within 30 days and required affidavits and payment within 10 days after acceptance, stating “Timely payment is an essential element of acceptance.”
- Grange sent a written acceptance within 30 days (July 22). Grange then issued settlement checks within the 10-day window (July 29) but mailing errors caused checks to be improperly addressed and not received by counsel; Grange reissued checks but counsel refused them and rejected the purported late performance.
- District court granted summary judgment for the Woodards, holding no binding settlement because payment (delivery/receipt of checks) was a condition of acceptance and Grange failed to timely pay.
- On appeal, Grange argued § 9-11-67.1 requires only written acceptance of the five statutory material terms (so no unilateral contract requiring pre-formation performance), or alternatively that it satisfied any payment condition by issuing the checks; appellate court found Georgia law unclear and certified questions to the Georgia Supreme Court.
Issues
| Issue | Woodards' Argument | Grange's Argument | Held |
|---|---|---|---|
| 1. Whether a binding settlement formed when Grange gave written acceptance | No — offer required both written acceptance and timely payment; absent timely payment no contract formed | Yes — written acceptance of the statute’s five material terms created the contract; payment is performance | Appellate court did not decide; certified the question to the Georgia Supreme Court |
| 2. Whether § 9-11-67.1 permits unilateral offers requiring performance (payment) as acceptance | Yes — statute doesn’t forbid unilateral contracts; parties may set terms (see §9-11-67.1(c),(g)) | No — statute contemplates written acceptance of five material terms and thus precludes requiring acceptance by performance | Certified to Georgia Supreme Court |
| 3. Whether Woodards could validly require payment within the 10-day period as a condition of acceptance under §9-11-67.1 | Yes — the offer expressly made timely payment an essential element; statute allows requiring payment within a specified period (≥10 days) | No — statute makes written acceptance the operative means to form a contract; payment timing governs performance | Certified to Georgia Supreme Court |
| 4. If a contract existed, whether Grange breached as to payment and what remedy applies | Grange breached by failing to timely deliver properly addressed checks; remedy is rescission/decline to enforce or damages | Grange contends any failure was performance-related and it attempted timely issuance; remedy (if any) depends on formation analysis | Certified to Georgia Supreme Court to decide breach/remedy under state law |
Key Cases Cited
- Southern Gen. Ins. Co. v. Holt, 416 S.E.2d 274 (Ga. 1992) (insurance-company duty to respond to time-limited settlement offers and background for legislative response)
- S. Med. Corp. v. Liberty Mut. Ins. Co., 454 S.E.2d 180 (Ga. 1995) (settlement agreements governed by general contract principles)
- Effingham Cty. Bd. of Comm’rs v. Park W. Effingham, L.P., 708 S.E.2d 619 (Ga. Ct. App. 2011) (parties may contract on their chosen terms absent limiting statute or public policy)
- Royal Capital Dev., LLC v. Md. Cas. Co., 659 F.3d 1050 (11th Cir. 2011) (certification appropriate when state law is unsettled)
- In re Cassell, 688 F.3d 1291 (11th Cir. 2012) (substantial doubt about state law favors certifying questions to state supreme court)