Wells Fargo Bank, N.A. v. Mision Cristiana Bethesda, Inc., 6:16-cv-01572

Wells Fargo filed an interpleader after conflicting groups claiming control of Mision Cristiana Bethesda ("Bethesda") presented competing documents to the bank, causing Wells Fargo to freeze Bethesda accounts holding $88,111.88.
Counsel for the parties negotiated a proposed global settlement under which Wells Fargo would deposit the Bethesda funds into Bethesda’s attorney’s trust account and then close the accounts; Wells Fargo circulated drafts and a "Final Draft" settlement agreement to counsel in January 2017.
The Ladow parties (one faction) submitted a draft adding a Records Provision requiring both hard-copy and searchable digital bank records be delivered to all counsel before account closure; Wells Fargo’s Final Draft omitted that provision and included a narrower records delivery term.
Wells Fargo’s attorney circulated a clean Final Draft and requested signatures by February 8; only the Irizarry faction signed. The Ladow parties refused to sign because the Records Provision was omitted.
Wells Fargo moved to enforce the unsigned Final Draft as a binding settlement; the Ladow parties opposed. The district court found parties were still negotiating essential terms (notably the Records Provision) and denied enforcement.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether a binding settlement existed despite the Final Draft being unsigned	Wells Fargo: counsel for all parties agreed to the Final Draft; conduct and communications show assent, so court should enforce settlement	Ladow: parties never agreed to essential terms (Records Provision); they refused to sign and negotiations were ongoing	Denied — no binding settlement; parties continued negotiating essential terms
Whether opposing counsel had clear authority to bind their clients	Wells Fargo: attorneys’ verbal/email responses and silence indicated assent and authority to settle	Ladow: counsel expressly rejected the Final Draft and withheld signature pending Records Provision; no clear unequivocal authority to bind clients	Denied — insufficient evidence of counsel’s clear, unequivocal authority to bind clients
Whether the Records Provision was an essential term	Wells Fargo: omission of Records Provision was not essential; bank’s limited records term was acceptable	Ladow: searchable digital records with chain of custody were essential for admissibility in state action; risk of losing access after account closure made it essential	Court: Records Provision was an essential term; its absence meant no meeting of the minds

Ford v. Citizens & S. Nat’l Bank, 928 F.2d 1118 (11th Cir. 1991) (district courts may summarily enforce settlement agreements in pending cases)
Murchison v. Grand Cypress Hotel Corp., 13 F.3d 1483 (11th Cir. 1994) (attorney must have clear and unequivocal authority to bind client to settlement)
Spiegel v. H. Allen Holmes, Inc., 834 So. 2d 295 (Fla. 4th DCA 2002) (courts will enforce settlements only where parties assent to all essential terms)
Don L. Tullis & Assoc., Inc. v. Benge, 473 So. 2d 1384 (Fla. 1st DCA 1985) (settlement terms must be sufficiently specific and mutually agreed upon)
Midtown Realty, Inc. v. Hussain, 712 So. 2d 1249 (Fla. 3d DCA 1998) (ongoing negotiations as to essential terms preclude a meeting of the minds)
Ribich v. Evergreen Sales & Serv., Inc., 784 So. 2d 1201 (Fla. 2d DCA 2001) (a counteroffer rejects the preceding offer; acceptance must be absolute and identical to the offer)
Williams v. Ingram, 605 So. 2d 890 (Fla. 1st DCA 1992) (no contract exists where parties intend further action before creating a binding agreement)
BP Prods. N. Am., Inc. v. Oakridge at Winegard, Inc., 469 F. Supp. 2d 1128 (M.D. Fla. 2007) (competent substantial evidence is required to find a meeting of the minds)