272 So. 3d 441
Fla. Dist. Ct. App.2019Background
- Vision sued Coscan and others after a failed real estate deal; after years of litigation the parties negotiated a settlement for $275,000.00 funded in part by Coscan’s insurer, Chubb.
- Coscan’s counsel emailed an offer on June 16, 2015; Vision’s counsel responded June 17 accepting the amount "pending confirmation of the overall deal" by a third party and other approvals.
- Multiple revised settlement drafts were circulated June 26–June 29, 2015; Coscan’s counsel repeatedly stated the insurance carrier needed to sign off before final execution.
- The Chubb adjuster, Meryl Sidikman, took a leave of absence and had no substantive contact with Coscan after June 17, 2015; she never approved the later revised agreement.
- Vision revoked consent on July 9, 2015 after learning the carrier had not approved; Coscan nonetheless argued a binding settlement existed and moved to enforce it.
- The trial court granted Coscan’s motion and imposed an effective date; the appellate court reversed, holding no binding settlement existed because mutual assent and the carrier’s approval/execution condition were missing.
Issues
| Issue | Plaintiff's Argument (Vision) | Defendant's Argument (Coscan) | Held |
|---|---|---|---|
| Whether parties formed a binding settlement agreement | There was no mutual assent because the deal was conditional on carrier approval and signatures; Vision revoked before those conditions were met | The parties had agreed to essential terms and a binding settlement existed before revocation | Reversed: no binding settlement; carrier approval and signatures were required and not obtained |
| Whether preliminary negotiations created enforceable agreement | Acceptance was conditional and thus not an absolute mirror acceptance | The communications manifested assent sufficient to bind Vision | Reversed: preliminary negotiations insufficient; no absolute and unconditional acceptance |
| Whether trial court could impose its own effective date for payment | Section 6 made the Effective Date the date the last signatory executed the agreement; court could not impose a different date | A court-imposed effective date was appropriate to effectuate settlement | Reversed: trial court erred; it may not impose terms inconsistent with the agreement |
| Whether insurer’s lack of sign-off defeated formation | Vision: insurer approval was an essential condition; without it no deal | Coscan: insurer approval was not required to create a binding deal | Reversed: insurer sign-off was required by parties’ communications and agreement language, so no contract existed |
Key Cases Cited
- Robbie v. City of Miami, 469 So. 2d 1384 (Fla. 1985) (settlements governed by contract interpretation and mutual assent rules)
- Cheverie v. Geisser, 783 So. 2d 1115 (Fla. 4th DCA 2001) (party seeking enforcement bears burden to prove assent; court requires substantial evidence)
- Travelers Indem. Co. v. Walker, 401 So. 2d 1147 (Fla. 3d DCA 1981) (order enforcing settlement may be final and appealable)
- Gibson v. Courtois, 539 So. 2d 459 (Fla. 1989) (offer not assented to creates no contract)
- Trout v. Apicella, 78 So. 3d 681 (Fla. 5th DCA 2012) (acceptance must be absolute, unconditional, and identical to offer)
- Pena v. Fox, 198 So. 3d 61 (Fla. 2d DCA 2015) (non‑mirror acceptance is a counteroffer)
- Platinum Luxury Auctions, LLC v. Concierge Auctions, LLC, 227 So. 3d 685 (Fla. 3d DCA 2017) (an enforcement order must conform to the settlement’s terms)