159 So. 3d 348
Fla. Dist. Ct. App.2015Background
- Leaders Bank sued Russell Post Properties over the commission owed after Leaders transferred its encumbered interest in real property.
- During litigation, Leaders served a proposal for settlement under Fla. Stat. § 768.79(6)(a) offering $50,000 in exchange for dismissal with prejudice and a general release, plus a confidentiality clause; the offer remained open for 30 days.
- Russell Post did not respond to the proposal; Leaders moved to enforce the offer and obtain attorney’s fees and costs under the statute after prevailing on the commission amount issue in the trial court.
- Russell Post argued the settlement offer was void for vagueness because Leaders did not attach the proposed general release, the confidentiality term was indefinite, and the offer was withdrawn early.
- The trial court awarded the commission amount owed ($1,250) to Russell Post but denied Leaders’ request for fees under the rejected settlement offer.
- The appellate court affirmed the commission ruling but reversed the denial of attorney’s fees, holding the proposal satisfied Rule 1.442 particularity and statutory timing requirements and remanding to determine the fee award.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the proposal for settlement was void for vagueness for failing to attach the proposed general release | The release term was ambiguous without an attached release or detailed summary; confidentiality was indefinite; timing was ambiguous | The offer identified the parties and claims to be released, required dismissal with prejudice, stated confidentiality, and gave a 30‑day acceptance window, so it was sufficiently particular | Offer was sufficiently particular under Rule 1.442; not void for vagueness |
| Whether a general release is a nonmonetary term requiring particularity | Release is a nonmonetary term and must be attached or summarized with particularity | Even without attachment, a clear description of scope satisfies the rule if it eliminates reasonable ambiguity | Nonmonetary terms require particularity, but summary/description may suffice; here description was adequate |
| Whether confidentiality language rendered the proposal ambiguous | Confidentiality without detail made terms indefinite and unenforceable | Confidentiality applied only between the parties and did not create reasonable ambiguity given the single-claim context | Confidentiality clause did not create ambiguity under the circumstances |
| Whether the offer’s 30‑day acceptance period complied with statute and rule | Offer was withdrawn early, so acceptance window was not honored | Offer tracked 30‑day requirement of § 768.79 and Rule 1.442(f)(1); recipient had statutory notice | Time limitation complied with statute/rule; no ambiguity about acceptance period |
Key Cases Cited
- State Farm Mut. Auto. Ins. Co. v. Nichols, 932 So. 2d 1067 (Fla. 2006) (Rule 1.442 requires nonmonetary terms stated with particularity; a release must be attached or described to eliminate reasonable ambiguity)
- Jones v. Publix Supermarkets, Inc., 68 So. 3d 422 (Fla. 4th DCA 2011) (proposal that identified parties and scope of release was sufficiently clear without attaching a release)
- Lyons v. Chamoun, 96 So. 3d 456 (Fla. 4th DCA 2012) (if release not attached, proposal must eliminate reasonable ambiguity about its scope)
- Land & Sea Petroleum, Inc. v. Business Specialists, Inc., 53 So. 3d 348 (Fla. 2010) (proposal must identify claims it attempts to resolve)
- Eastern Atlantic Realty & Inv., Inc. v. GSOMR, LLC, 14 So. 3d 1215 (Fla. 3d DCA 2009) (no ambiguity where no other pending actions and proposal clearly identified parties and scope)
- Ellis v. Weisbrot, 550 So. 2d 15 (Fla. 3d DCA 1989) (dismissal with prejudice is tantamount to a release)
- Eason v. Lau, 369 So. 2d 600 (Fla. 1st DCA 1978) (dismissal with prejudice is equivalent to a release)