Meria Broadnax v. Sand Lake Cancer Center, P.A. ( 2020 )


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  •           Case: 19-15141   Date Filed: 07/06/2020   Page: 1 of 8
    [DO NOT PUBLISH]
    IN THE UNITED STATES COURT OF APPEALS
    FOR THE ELEVENTH CIRCUIT
    ________________________
    No. 19-15141
    Non-Argument Calendar
    ________________________
    D.C. Docket No. 8:13-cv-02724-JDW-SPF
    MERIA BROADNAX,
    Plaintiff-Appellee,
    versus
    SAND LAKE CANCER CENTER, P.A.,
    VINICIO HERNANDEZ, M.D.,
    Defendant-Appellants,
    UNITED STATES OF AMERICA,
    Movant-Appellee.
    ________________________
    Appeals from the United States District Court
    for the Middle District of Florida
    ________________________
    (July 6, 2020)
    Case: 19-15141       Date Filed: 07/06/2020       Page: 2 of 8
    Before MARTIN, ROSENBAUM, and BRANCH, Circuit Judges.
    PER CURIAM:
    Vinicio Hernandez, M.D., and the Sand Lake Cancer Center (together,
    “Appellants”) appeal the district court’s enforcement of a settlement agreement
    between them and relator Meria Broadnax arising from Broadnax’s complaint
    alleging that Appellants submitted false claims to the government in violation of
    the federal and Florida False Claims Acts. On appeal, we need only to address
    whether the district court erred in finding that the agreement constitutes an
    enforceable contract.1 We affirm.
    I. Background
    In 2013, Broadnax, a former pharmacy technician with the Sand Lake
    Cancer Center, filed a qui tam suit on behalf of the United States and the state of
    Florida against Appellants, alleging violations of the federal and Florida False
    Claims Acts. The United States subsequently declined to intervene. After a
    protracted period of discovery and the district court’s denial of summary judgment,
    trial was set for March 2019.
    1
    Broadnax also raises the issue of whether we have appellate jurisdiction to entertain an
    appeal of an order enforcing a settlement agreement pursuant to 
    28 U.S.C. § 1291
    . That question
    was settled in our Circuit long ago. See Mass. Cas. Ins. Co. v. Forman, 
    469 F.2d 259
    , 260 (5th
    Cir. 1972) (holding that an order enforcing a settlement agreement where material facts are not in
    dispute was “in practical effect” a “final judgment within the meaning of § 1291”).
    2
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    But before trial began, the parties mediated their claims before the
    magistrate judge and signed a document entitled “Principal Terms of Settlement”
    (hereinafter “terms sheet”). The terms sheet sets forth five terms that were
    “[s]ubject to the approval of the United States of America (“DOJ”) and U.S. Health
    and Human Services” (“HHS”):
    1. Sand Lake Cancer Center, P.A. and Vinicio Hernandez, MD.
    [hereinafter “Defendants”] do not admit to any liability whatsoever.
    2. The non-government Parties will sign a mutual general release.
    3. The Defendants will submit the financial information requested by
    and to the Department of Justice [hereinafter “DOJ”] so that DOJ
    can conduct an analysis of the Defendants’ ability to pay.
    4. The Parties agree that the “ability to pay” number determined by
    DOJ will be the amount of gross recovery from the defendants.
    5. The Settlement Agreement in this matter will reflect these terms.
    Both the parties and their attorneys signed the terms sheet. The district court then
    entered an order dismissing the case without prejudice because it had “been
    advised that [the] case has been settled,” and gave the parties a time frame to
    submit a stipulated final order or move to reopen the action upon a showing of
    good cause. The court informed the parties that at the close of that window it
    would enter a final judgment and dismiss the case with prejudice. Due to delays in
    the DOJ’s processing of the request to set a payment amount, the parties filed a
    total of three joint motions for an extension of the deadline to close or reopen the
    case. In all three joint motions, the parties acknowledged up front that they had
    “reached a settlement.”
    3
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    Pursuant to the terms sheet, the DOJ eventually determined that the amount
    of “gross recovery” Appellants owed Broadnax was $2 million. The parties then
    attempted to negotiate the final terms of their settlement but were unsuccessful.
    They were hung up on two issues: (1) “the incremental payment amounts” and (2)
    the “duration of the settlement agreement.” Accordingly, they jointly moved for a
    status conference with the magistrate judge in an effort to resolve these two issues.
    Notably, in their joint motion, the parties again conceded that during their previous
    mediation they had “reached a settlement,” but that further conference was
    necessary to merely “discuss any remaining issues that may be impeding the
    closure of this matter.” That status conference resulted in an impasse.
    The parties then filed cross-motions to reopen the case. Broadnax sought
    enforcement of “the settlement reached by the parties.” Appellants sought a reset
    of the case for trial in light of the impasse following their “tentative
    understanding.” Specifically, Appellants averred that the terms sheet did not
    constitute an enforceable settlement agreement because it was missing several
    material terms, such as the timing of payment and consequences of breach. After
    an evidentiary hearing on the matter, the district court ruled in Broadnax’s favor on
    both motions, reasoning that, under Florida law, the terms sheet contained all the
    terms essential for settlement of this particular action and thus was binding.
    Appellants timely appealed.
    4
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    II. Discussion
    Appellants allege that the district court erred by finding that the terms sheet
    was a binding and enforceable settlement agreement. We disagree.
    We review a district court’s ruling on a motion to reopen for abuse of
    discretion. See Murchison v. Grand Cypress Hotel Corp., 
    13 F.3d 1483
    , 1485
    (11th Cir. 1994). We review de novo the construction of a settlement agreement.
    Schwartz v. Fla. Bd. of Regents, 
    807 F.2d 901
    , 905 (11th Cir. 1987). “The
    construction and enforcement of settlement agreements are governed by principles
    of the state's general contracts law.” Wong v. Bailey, 
    752 F.2d 619
    , 621 (11th Cir.
    1985). In both Florida and federal courts, “settlements are highly favored and will
    be enforced whenever possible.” Robbie v. City of Miami, 
    469 So. 2d 1384
    , 1385
    (Fla. 1985) (citing Pearson v. Ecological Science Corp., 
    522 F.2d 171
     (5th Cir.
    1975)).
    “To compel enforcement of a settlement agreement, its terms must be
    sufficiently specific and mutually agreed upon as to every essential element.”
    Spiegel v. H. Allen Holmes, Inc., 
    834 So. 2d 295
    , 297 (Fla. 4th Dist. Ct. App.
    2002). “Uncertainty as to nonessential terms or small items will not preclude the
    enforcement of a settlement agreement.” 
    Id.
     “The definition of ‘essential term’
    varies widely according to the nature and complexity of each transaction and is
    evaluated on a case-by-case basis.” Lanza v. Damian Carpentry, Inc., 
    6 So. 3d 5
    Case: 19-15141       Date Filed: 07/06/2020        Page: 6 of 8
    674, 676 (Fla. 1st Dist. Ct. App. 2009). “[P]arties to a contract do not have to deal
    with every contingency in order to have an enforceable contract.” Robbie, 
    469 So. 2d at 1385
    .
    We find that the terms sheet is an enforceable settlement agreement under
    Florida law. Appellants’ core argument on appeal is that the terms sheet is not a
    binding settlement agreement because it fails to specify the timing of payment and
    consequences of breach, 2 which it asserts are always essential under Florida law
    Appellants fail to point to a single authority, however, demonstrating that terms
    setting the timing of payment and consequences of breach are essential per se to
    every settlement under Florida law. 3 Cf. Lanza, 6 So. 3d at 676. Rather, the
    opposite is true. See F.I.T. Aviation, Inc. v. Gleason, 
    510 So. 2d 1217
    , 1219 (Fla.
    2
    We note that Appellants articulate their grievances with the terms sheet in a variety of
    specific and non-specific formulations. They assert in their statement of the case that the missing
    material terms include “the timing of payment, amounts [sic] of payment, security for the same,
    as well as on numerous other issues.” (emphasis added). And again, while summarizing their
    argument, they assert that “the material terms remaining undecided include the timing and duration
    of the payment amounts, remedies for breach, inter alia.” In their motion to reopen the case,
    Appellants contended that there was no agreement on the “consequences for breach,” “timing of
    payment, security for same, as well as on numerous other issues.” From these various articulations
    of the essential terms that Appellants allege to be missing from the terms sheet, we understand the
    core of the Appellants’ argument to focus on a lack of information regarding the timing of payment
    and consequences of breach. These are the items principally addressed by the district court.
    3
    Appellants cite to several cases in which payment timing was deemed an essential term
    because the parties had listed it in the contract itself. See, e.g., Nanci S. Landy, P.A. v. Empire
    Marble and Granite, Inc. 
    762 So.2d 954
    , 955 (Fla. 3d Dist. Ct. App. 2000) (discussing conflict
    arising from an agreement that “contained specific language about the timeliness of the installment
    payments”); Sublime, Inc. v. Boardman’s Inc., 
    849 So. 2d 470
     (Fla. 4th Dist. Ct. App. 2003)
    (assessing whether “time was of the essence” in a commercial lease contract which provided that
    the lessee must pay a termination fee on the fifth day of each month).
    6
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    5th Dist. Ct. App. 1987) (enforcing a settlement agreement despite the fact that the
    parties neglected to include terms describing the “time payment will be made [or] .
    . . the rate at which interest will accrue” because a party desiring any such terms
    “must [make them] a part of the settlement agreement”).
    Nor does the “nature and complexity” of this case lead us to conclude that
    the terms concerning the timing of payment or consequences of a breach are
    essential to this settlement agreement. See Lanza, 6 So. 3d at 676. The essential
    terms of the settlement are that the appellants will pay a gross recovery amount, as
    determined by DOJ, in exchange for the general mutual release of claims. As to
    these terms, there was no disagreement. 4 Further, Appellants point to nothing in
    the record demonstrating that terms setting the timing of payment or consequences
    of breach were at issue or even contemplated before the parties signed the terms
    sheet. In fact, the record demonstrates that, even after they signed the terms sheet,
    the parties proceeded before the district court as if through that document they had
    “reached a settlement.” See Blackhawk Heating & Plumbing Co., Inc. v. Data
    Lease Fin. Corp., 
    302 So. 2d 404
    , 408 (Fla. 1974) (“Even though all the details are
    not definitely fixed, an agreement may be binding if the parties agree on the
    essential terms and seriously understand and intend the agreement to be binding on
    4
    Appellants conceded unequivocally to the district court that the question of amount was
    not at issue.
    7
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    them.”). Accordingly, Appellants provide no legal or factual basis to accept their
    argument that terms setting the timing of payment or consequences of breach
    should be considered essential to their settlement of the case. We therefore
    conclude that the district court did not err in finding that the terms sheet is a
    binding settlement agreement, and thus did not abuse its discretion in granting
    Broadnax’s, but not Appellants’, motion to reopen.
    AFFIRMED.
    8