150 So. 3d 1183
Fla. Dist. Ct. App.2014Background
- Plaintiff (personal representative of Scott Thompson’s estate) sent a February 9, 2011 demand letter to GEICO listing four specific conditions for settlement (affidavit of no additional coverage, certified policy, property-damage check, and bodily-injury policy-limits draft), open until March 9, 2011.
- GEICO replied March 4, 2011, purporting to accept the four conditions and enclosing the requested items, but also enclosed: (1) a second affidavit from Christice Guillaume and (2) a release that added broad indemnification language and released Patricia Guillaume (a non-insured/non-policyholder).
- Plaintiff filed suit March 15, 2011; none of the settlement checks were cashed and the release was never signed.
- Defendants asserted as an affirmative defense that a pre-suit settlement had been reached; plaintiff denied assent and moved for summary judgment on that defense.
- Trial court enforced the settlement and granted partial summary judgment for defendants; appellate court reviewed whether mutual assent existed to every essential term.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether GEICO’s March 4 letter constituted an acceptance forming an enforceable settlement | No — GEICO added a release with broad indemnity and released a non-insured; plaintiff never agreed to those essential terms | Yes — GEICO accepted the four enumerated conditions and was entitled to request a release as part of acceptance; no objection was communicated | Reversed — GEICO’s letter was a counteroffer because it added new, essential indemnification and release terms; no mutual assent shown |
| Whether indemnification language in the proposed release was an essential term | Indemnification was not in plaintiff’s offer and thus plaintiff did not assent | Defendants contend release was part of standard settlement practice and acceptance included it | Indemnification is an essential term; absent plaintiff’s assent, no meeting of minds |
| Whether release of a non-insured (Patricia Guillaume) was material to assent | Release of non-insured was objectionable and not in the offer, so plaintiff did not agree | Defendants argued they could condition acceptance on releasing additional parties | Release of non-insured introduced a new material term; agreement not binding without assent |
| Whether trial court properly granted summary judgment/enforced settlement | Plaintiff: genuine issues of material fact exist regarding mutual assent; summary judgment inappropriate | Defendants: no factual dispute; settlement established by GEICO’s letter and attachments | Summary judgment/enforcement reversed; disputed essential terms preclude judgment as a matter of law |
Key Cases Cited
- Sunset Harbour Condo. Ass’n v. Robbins, 914 So.2d 925 (Fla. 2005) (preservation of issues for appeal requires raising specific legal arguments below)
- Volusia Cnty. v. Aberdeen at Ormond Beach, L.P., 760 So.2d 126 (Fla. 2000) (summary judgment standard reviewed de novo)
- Moore v. Morris, 475 So.2d 666 (Fla. 1985) (burden on movant and inferences for nonmoving party on summary judgment)
- Command Sec. Corp. v. Moffa, 84 So.3d 1097 (Fla. 4th DCA 2012) (interpretation of written contract is question of law reviewed de novo)
- Gilman Yacht Sales, Inc. v. FMB Invs., Inc., 766 So.2d 294 (Fla. 4th DCA 2000) (contract interpretation principles)
- Barone v. Rogers, 930 So.2d 761 (Fla. 4th DCA 2006) (settlement agreements are contractual and must be specific as to essential elements)
- Cheverie v. Geisser, 783 So.2d 1115 (Fla. 4th DCA 2001) (indemnification in release is an essential term; absence of assent defeats enforceability)
- Long Term Mgmt., Inc. v. Univ. Nursing Care Ctr., Inc., 704 So.2d 669 (Fla. 1st DCA 1997) (settlement enforceability requires mutual agreement to every essential element)
- Erhardt v. Duff, 729 So.2d 529 (Fla. 4th DCA 1999) (execution of a release may be implicit in offer but disputes over release terms can be an essential unresolved element)
- Nichols v. Hartford Ins. Co. of the Midwest, 834 So.2d 217 (Fla. 1st DCA 2002) (indemnification language constitutes an essential settlement term requiring assent)
- Knowling v. Manavoglu, 73 So.3d 301 (Fla. 5th DCA 2011) (tendering a release with broader terms than the offer is a counteroffer, not acceptance)