Grange Mutual Casualty Company v. Boris Woodard
2017 U.S. App. LEXIS 11690
| 11th Cir. | 2017Background
- March 2014 car wreck: Boris Woodard injured and Anna Woodard killed; Dempseys insured by Grange with $50,000/$100,000 BI limits.
- June 19, 2014 pre-suit offer from the Woodards (per O.C.G.A. § 9-11-67.1) demanded the $100,000 policy limit and listed 11 strict conditions for acceptance, repeatedly stating that “timely payment is an essential element of acceptance.”
- Grange sent a written acceptance on July 22, 2014; Grange’s adjuster ordered two $50,000 checks on July 29 via the insurer’s automated system, but the printed checks omitted the street address and never reached the Woodards or their counsel.
- Woodards’ counsel notified Grange on August 12 that checks had not arrived and rejected reissued checks; parties disputed whether a binding settlement was formed.
- District court granted summary judgment to the Woodards, holding no contract formed because timely payment was a condition of acceptance and Grange did not effectuate delivery.
- Eleventh Circuit certified questions to the Georgia Supreme Court; Georgia Supreme Court held § 9-11-67.1 allows offers to condition acceptance on performance (including timely payment) but declined to decide application to these facts; Eleventh Circuit then resolved factual questions below.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Did the June 19 offer make timely payment a condition of acceptance? | Woodards: the letter repeatedly states timely payment is an "essential element of acceptance," so payment is a precondition. | Grange: language shows checks and affidavits were due after written acceptance; payment requirement is performance, not acceptance. | Held: Unambiguous that the offer conditioned acceptance on timely payment. |
| Does O.C.G.A. § 9-11-67.1 permit unilateral offers requiring performance to accept? | Woodards: statute requires written acceptance of listed terms but does not bar additional preconditions. | Grange: statute requires written acceptance to form a binding settlement. | Held (via Ga. Supreme Court): § 9-11-67.1 permits conditioning acceptance on performance (unilateral contracts). |
| Did Grange’s issuance of checks on July 29 satisfy the timely-payment precondition? | Woodards: "payment" requires delivery; checks never delivered, so no payment occurred. | Grange: making checks payable and issuing them sufficed; alternatively mailbox rule should apply. | Held: Issuance of improperly addressed checks that never reached the offerees did not effectuate payment; mailbox rule inapplicable due to improper addressing. |
| Was a binding settlement formed and, if so, was it breached? | Woodards: No binding settlement because precondition (delivery) not met. | Grange: A binding settlement was formed upon written acceptance; any failure was breach. | Held: No binding settlement formed because Grange failed to satisfy the payment condition. |
Key Cases Cited
- Grange Mut. Cas. Co. v. Woodard, 826 F.3d 1289 (11th Cir. 2016) (prior Eleventh Circuit opinion in the same dispute)
- Grange Mut. Cas. Co. v. Woodard, 797 S.E.2d 814 (Ga. 2017) (Georgia Supreme Court: § 9-11-67.1 permits conditioning acceptance on performance)
- Rose v. M/V "Gulf Stream Falcon", 186 F.3d 1345 (11th Cir. 1999) (de novo review of contract interpretation)
- Ga.-Pac. Corp. v. Lieberam, 959 F.2d 901 (11th Cir. 1992) (three-step contract-construction approach under Georgia law)
- Alea London Ltd. v. Am. Home Servs., Inc., 638 F.3d 768 (11th Cir. 2011) (courts must read contract as a whole)
- Carterosa, Ltd. v. Gen. Star Indem. Co., 489 S.E.2d 83 (Ga. Ct. App. 1997) (mailbox rule requires properly addressed and stamped envelope)