198 So. 3d 61
Fla. Dist. Ct. App.2015Background
- Pena was injured in an automobile accident involving Fox on July 4, 2013 and later made a pre-suit settlement demand to USAA (Fox’s insurer) for policy limits in exchange for a general release limited to claims against Fox alone.
- Pena’s offer expressly refused any release that included hold harmless/indemnity terms or that released any party other than the insured (Fox).
- USAA responded by sending a check and a proposed release that (1) named Matthew R. Fox, his heirs, executors and assigns and (2) elsewhere used the undefined term “Releasee(s)” and included “its agents and employees.”
- Pena treated the proposed release as a rejection (because it expanded the scope beyond Fox) and filed suit; Fox moved to enforce the settlement and dismiss the case.
- The trial court enforced the settlement, finding the release language referred only to Fox and dismissed the complaint with prejudice.
- The Second District reversed, concluding USAA’s proposed release materially altered Pena’s offer (adding unnamed agents/employees), so there was no mirror-image acceptance and thus no binding settlement.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether a binding settlement was formed by insurer’s tender of check plus proposed release | Pena: USAA’s release expanded the parties released (agents/employees), so it rejected her limited offer and no meeting of the minds occurred | Fox: The release language should be read to refer only to Matthew R. Fox, so the tender effectuated acceptance of Pena’s offer | Reversed: No enforceable settlement. USAA’s release added material terms (undefined "agents and employees"), so acceptance did not mirror the offer and acted as a counteroffer/rejection. |
Key Cases Cited
- Perkins v. Simmons, 15 So. 2d 289 (Fla. 1943) (mutual assent/meeting of minds required for contract formation)
- Ribich v. Evergreen Sales & Servs., Inc., 784 So. 2d 1201 (Fla. 2d DCA 2001) (acceptance must be absolute and identical to offer)
- Trout v. Apicella, 78 So. 3d 681 (Fla. 5th DCA 2012) (insurer’s broader release can reject a plaintiff’s limited offer)
- Peraza v. Robles, 983 So. 2d 1189 (Fla. 3d DCA 2008) (inclusion of additional settlement requirements constitutes counteroffer)
- Villareal v. Eres, 128 So. 3d 93 (Fla. 2d DCA 2013) (proposed releases deviating from offer’s terms prevent formation of settlement)
- Gendzier v. Bielecki, 97 So. 2d 604 (Fla. 1957) (contract interpretation focuses on written words, not parties’ subjective intent)