Villareal v. Eres
128 So. 3d 93
Fla. Dist. Ct. App.2013Background
- Rear-end collision by Villareal propelled Eres’ car into a moving train; Eres suffered serious injuries and her minor child Kevin Bryant died.
- Eres’ counsel sent a demand to Progressive (Villareal’s insurer) requesting statutory coverage disclosures and offering to settle for policy limits, with explicit conditions on the form of releases: releases must cover only the insured and must not include hold-harmless/indemnity language; any release containing such language would be treated as a rejection.
- Progressive timely provided coverage affidavits, draft checks for limits, and proposed releases that reserved rights regarding subrogation claims (language Villareal/insurer characterized as not creating indemnity and invited Eres to request changes).
- Eres’ counsel treated the proposed release language as a rejection (counteroffer) because it could operate as an indemnity/hold-harmless for future subrogation claims; suit was filed.
- Trial court granted Eres’ motion for partial summary judgment on Villareal’s affirmative defense of settlement (finding no meeting of the minds because release language was an essential term and was not accepted as required); jury later awarded damages and judgment was entered.
- On appeal, the court affirmed, holding that the insurer’s proposed releases did not constitute an acceptance identical to Eres’ offer and that proposed language could operate as indemnification/subrogation release, so no binding settlement existed.
Issues
| Issue | Plaintiff's Argument (Eres) | Defendant's Argument (Villareal/Progressive) | Held |
|---|---|---|---|
| Whether insurer’s response constituted an acceptance of a unilateral settlement offer requiring precise release language | Offer required a release limited to the insured and forbade any hold-harmless/indemnity language; any deviation was rejection — no acceptance occurred | The insurer substantially complied: provided disclosures, checks, and proposed releases; any release wording was not indemnifying and could be amended afterward — constituted acceptance | Held for Eres: acceptance must be absolute and identical; proposed releases varied on essential term (release language), so no meeting of the minds and no settlement |
| Whether reservation/subrogation language in proposed releases amounted to a hold-harmless/indemnity clause | Such language could be used later to indemnify the insured against subrogation claims and thus violated the offer’s explicit restriction | Language was merely a reservation of Eres’ rights to pursue others and did not create indemnity | Held for Eres: the language was in nature of indemnification/hold-harmless and therefore violated the offer’s terms; insurer’s characterization did not cure the variance |
| Whether an offeror can be bound when offeree accepts with proposed further modification of nonconforming release language | Offeree’s performance must be identical; a promise to change language or to consider amendments cannot substitute for the required performance | Acceptance with an offer to modify or explain is binding; release is ministerial and can be fixed after acceptance | Held for Eres: promise to modify is insufficient — unilateral offer required specified performance and identical terms for acceptance |
| Whether trial court improperly relied on parol evidence about insurer intent | Even excluding parol evidence, objective writings show lack of identical acceptance — parol evidence unnecessary | Parol evidence showed insurer considered language non-indemnifying and supported an acceptance finding | Held for Eres: court’s ruling stands on objective correspondence alone; parol evidence not needed to find no meeting of minds |
Key Cases Cited
- Nichols v. Hartford Ins. Co. of the Midwest, 834 So.2d 217 (Fla. 1st DCA) (settlement acceptance requires absolute, identical acceptance of offer)
- Trout v. Apicella, 78 So.3d 681 (Fla. 5th DCA) (unilateral settlement offer requires exact performance; insurer’s proffer of nonconforming release and promise to amend is insufficient)
- Giovo v. McDonald, 791 So.2d 38 (Fla. 2d DCA) (party seeking judgment from settlement must prove mutual assent)
- Lincoln Nat’l Health & Cas. Ins. Co. v. Mitsubishi Motor Sales of Am., Inc., 666 So.2d 159 (Fla. 5th DCA) (insurer subrogee is generally bound by releases given by insured; releases may bar subrogation)
- Robbie v. City of Miami, 469 So.2d 1384 (Fla. 1985) (contract formation uses objective test to determine meeting of the minds)