Suarez Trucking Fl Corp. v. Adam J. Souders ( 2022 )

Supreme Court of Florida
____________
No. SC21-369
____________
SUAREZ TRUCKING FL CORP., et al.,
Petitioners,
vs.
ADAM J. SOUDERS, et al.,
Respondents.
October 20, 2022
PER CURIAM.
This case presents the question whether a binding settlement
agreement was formed pursuant to the provisions of section 768.79,
Florida Statutes (2014), Florida’s offer of judgment and demand for
judgment statute, when the defendant in a tort action, Suarez
Trucking, filed a written notice accepting an offer of settlement
made by the plaintiff, Adam Souders. In Suarez Trucking FL Corp.
v. Souders, 311 So. 3d 263, 272 (Fla. 2d DCA 2020), the Second
District Court of Appeal affirmed the trial court’s order denying
Suarez Trucking’s motion to enforce settlement agreement, holding
that the written notice of acceptance was not sufficient to form a
binding contract and that the settlement check tendered pursuant
to the offer of settlement was deficient because it included as a
payee—along with Souders and his counsel—the carrier holding a
workers’ compensation lien created by operation of section 440.39,
Florida Statutes (2014).
The Second District’s decision is in express and direct conflict
with the decision of the Fourth District Court of Appeal in Cirrus
Design Corp. v. Sasso, 95 So. 3d 308, 312 (Fla. 4th DCA 2012),
which held that the filed acceptance of an offer under the offer of
judgment and demand for judgment statute resulted in the
formation of a substituted agreement and that performance thus
was not necessary to the formation of the settlement contract. We
therefore have jurisdiction. See art. V, § 3(b)(3), Fla. Const.
On the conflict issue—whether a settlement contract was
formed—the framework of offer and acceptance established by
section 768.79 as well as basic contract principles support the
conclusion that the Second District erred in holding that no
contract was formed. On this point, as Judge Atkinson explains in
his cogent dissent, the district court majority erroneously conflates
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acceptance with performance and errs in its understanding of what
is required to manifest acceptance of an offer inviting a promissory
acceptance.
We decline to go beyond the conflict issue to address whether
Suarez Trucking—by tendering the settlement check to Souders
with the workers’ compensation lienor named as a payee—breached
the settlement agreement. Because of their focus on the issue of
contract formation, the parties have never fully argued issues
related to breach and remedy. Those issues should be resolved on
remand, uninfluenced by the erroneous view of contract formation
adopted by the Second District.
I.
Section 768.79(4) provides: “An offer shall be accepted by filing
a written acceptance with the court within 30 days after service.
Upon filing of both the offer and acceptance, the court has full
jurisdiction to enforce the settlement agreement.” Subsection (5) of
the statute provides that “[a]n offer may be withdrawn in writing
which is served before the date a written acceptance is filed” and
that “[o]nce withdrawn, an offer is void.” A related rule provision
found in Florida Rule of Civil Procedure 1.442(f)(1) states that in
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connection with an offer and acceptance under section 768.79(4),
“[n]o oral communications shall constitute an acceptance, rejection,
or counteroffer.”
This framework recognizes a simple and straightforward
process in which after a written offer is made under the statute, if
an acceptance of that offer is timely filed, an enforceable settlement
agreement is thereby created. The framework contemplates that a
filed acceptance constitutes a promise to perform in accordance
with the terms of the offer. Given the statute’s requirement that an
offer and any acceptance be written, oral discussions surrounding
the offer and acceptance are—as rule 1.442(f)(1) makes clear—of no
consequence to the formation of a contract. Once a proper
acceptance—that is, an unqualified acceptance—is filed as specified
in the statute, that’s it: a settlement contract has been entered to
resolve the litigation. All that remains is for performance of the
settlement terms to be carried out. This is the framework
established by the statute, and parties desiring to obtain the
potential benefit afforded by the statute are bound to operate within
its parameters.
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Here, the offer of settlement made by plaintiff Souders on
February 25, 2015, expressly pursuant to section 768.79 and rule
1.442, provided that the defendants “shall pay $500,000.00 to the
Plaintiff . . . within ten (10) days from the date of acceptance.” The
offer also contained the condition that “[u]pon acceptance and
payment of the Proposal for Settlement, Plaintiff . . . will enter
dismissal with prejudice against Defendants.” In response, on
March 26, 2015, Suarez Trucking filed a notice of acceptance
stating simply that “pursuant to Florida Statutes 769.89 and
Florida Rule 1.442 [notice is given] that Defendants accept Plaintiff’s
Proposal for Settlement made to Defendants, dated February 25,
2015.” (Emphasis added.) This notice of acceptance created a
binding settlement contract by unequivocally and fully assenting to
the terms of the offer. It is hard to imagine a form of acceptance
that could be more clear or more effective.
II.
Avoiding this reality, the Second District invokes and
misapplies “the strict common-law rule applicable to offers
generally—the so-called ‘mirror image’ rule that generally requires
the acceptance to be in every respect identical to the offer.”
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16 Richard A. Lord, Williston on Contracts § 49:40 (4th ed. 2014).
The Second District denigrates Suarez Trucking’s acceptance as
ineffectual “boilerplate” that “lacked specificity,” holding that under
the mirror-image rule, Suarez Trucking could only manifest its
acceptance of the offer by reciting back the terms of the offer.
Suarez Trucking, 311 So. 3d at 269. In support of this conclusion,
the Second District cites not a single case in which the mirror-
image rule has been applied in a similar way.
The Second District, in a view adopted by the dissent, also
erroneously sets up a dichotomy between the operation of section
768.79 together with rule 1.442 and the formation of a binding
settlement contract, asserting that, as the dissent says, the statute
and rule do not “specif[y] the requirements for formation of the
settlement agreement itself.” Dissenting op. at 1.
Pointing to oral communications between the parties, the
Second District—once again echoed by the dissent—raises the
specter that recognizing the formation of a contract between the
parties here would somehow allow unilateral alteration of the terms
of the settlement. See Suarez Trucking, 311 So. 3d at 271;
dissenting op. at 7. The Second District also erroneously contends
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that the offer of settlement could only be accepted by performance—
rather than by a promissory acceptance. See Suarez Trucking, 311
So. 3d at 269.
None of these positions can be reconciled either with the
provisions of the statute or with general rules of contract law.
III.
Basic contract law has long established that “[i]n order to
create a contract, it is essential that there should be a reciprocal
assent” to the contract terms. Strong & Trowbridge Co. v. H. Baars
& Co., 54 So. 92, 93 (Fla. 1910). The “assent must be precisely [to]
the same thing.” Id. That is, the acceptance must mirror the offer.
“Consequently, if one assents to a certain thing and the other
assents to it only with modifications . . . no agreement or contract
arises therefrom.” Id. We have said that “in determining whether
there has been a mutual consent to a contract,”
[t]he rule is probably best expressed by the late Justice
Holmes in “The Path of the Law,” 10 Harvard Law Review
457, where it was stated in part that “The making of a
contract depends not on the agreement of two minds in
one intention, but on the agreement of two sets of
external signs—not on the parties having meant the same
thing but on their having said the same thing.”
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Gendzier v. Bielecki, 97 So. 2d 604, 608 (Fla. 1957). 1 There must
therefore be an objective manifestation by both parties of assent to
the same terms. This is a rule of consistency. It is not—as the
Second District would have it—a rule of regurgitation.
The “general rule at common law” is simply “that [an]
acceptance must comply with [the] terms of [the] offer”:
If a promise is requested, that promise must be made
absolutely and unqualifiedly. This does not necessarily
mean that the precise words of the requested promise
must be repeated, but rather that, by a positive and
unqualified assent to the proposal, the offeree must in
effect agree to make precisely the promise requested.
2 Lord, Williston on Contracts § 6:11 (4th ed. 2007) (emphasis
added).
Here, the promise made by Suarez Trucking in the filed notice
of acceptance was “made absolutely and unqualifiedly,” and Suarez
Trucking “agreed to make precisely the promise requested.” It was
of no consequence that “the precise words of the requested promise”
were not repeated. The filed acceptance constituted “a positive and
unqualified assent to the proposal” of settlement. That’s what the
1. The common law rule has been modified with respect to
transactions in goods. See § 672.207, Fla. Stat. (2021).
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law requires for an acceptance to be effective. See Hanson v.
Maxfield, 23 So. 3d 736, 739 (Fla. 1st DCA 2009) (“The May 13
letter, written on behalf of the Hansons, states that it ‘accepts your
settlement offer made on behalf of your clients in your April 15,
2005, letter.’ Thus, the May 13 letter is an unequivocal and
unconditional acceptance of the offer made in the April 15 letter.”);
see also Restatement (Second) of Contracts § 30, illus. 3 (Am. Law
Inst. 1981) (“A orally offers to sell and deliver to B 100 tons of coal
at $20 a ton payable 30 days after delivery. B replies, “I accept
your offer.” B has manifested assent in a sufficient form . . . .”); id.
§ 32, illus. 5 (“A mails a written order to B, offering to buy specified
machinery on specified terms. The order provides, ‘Ship at once.’ B
immediately mails a letter to A, saying ‘I accept your offer and will
ship at once.’ This is a sufficient acceptance to form a contract.”).
Nothing in section 768.79 or rule 1.442 is at odds with these
basic rules of contract law regarding offer and acceptance and
mutual assent. Indeed, the statute and rule operate against the
backdrop of those legal principles. When the statute refers to
“offer” and “acceptance,” the statute speaks the language of
contract. But the statute—as implemented by the rule—specifies a
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particular mode for the offer and acceptance: both must be written.
Accepting the position that a valid offer and acceptance under the
statute do not necessarily result in an enforceable settlement
contract would unnecessarily inject incoherence into the law.
In line with the purpose of establishing a clear-cut basis for
the imposition of sanctions on a litigant who rejects a settlement
proposal in the circumstances specified in the statute, the statutory
framework does not envision a process of negotiation regarding
settlement terms. On the contrary, it authorizes settlement
proposals that are by their very nature take-it-or-leave-it
propositions. The statutorily required written offer and acceptance
are not affected by other communications between the litigants.
That understanding of the operation of the statute is clearly
reflected in the provision of rule 1.442(f)(1) that “[n]o oral
communications shall constitute an acceptance, rejection, or
counteroffer.”
The focus of the Second District and the dissent on such
communications between the parties here flows from a serious
misconception regarding settlements pursuant to the statute. This
is illustrated by Scope v. Fannelli, 639 So. 2d 141 (Fla. 5th DCA
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1994), in which the court rejected a claim that a counteroffer had
terminated an offer made under section 768.79. In rejecting that
claim, the court reasoned that subsection (5) of the statute permits
an offeror to withdraw an offer in writing with service effected before
an acceptance is filed, but that “[n]o alternative method of reducing
the time for acceptance is provided by the statute.” Scope, 639 So.
2d at 143. Accordingly, regardless of communications between the
parties concerning the offer, absent a withdrawal of the offer in
accordance with the statutory provisions, the offer will remain open
until the statutory 30-day offer period has passed. From this
holding it follows that—whatever may have passed between the
parties—an acceptance filed in accordance with the statute before
an offer has either been withdrawn or expired will be effective to
create a settlement contract based on the terms of the offer.
So when a settlement offer is made under the statute, the
process must play out according to the requirements of the statute
and rule. Of course, the parties are always free to negotiate and
enter a settlement on any basis to which they mutually assent.
Such a negotiating process undertaken outside the statutory
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framework obviously is not subject to the requirements or benefits
of the statute and rule.
There is no support for the claim that recognizing the
existence of a contract here authorizes the accepting party to
unilaterally alter the contract. To the extent that such a claim
points to issues concerning whether a breach of the settlement
contract occurred, the matter is beyond the scope of the conflict
issue, and we do not address it here.
Finally, the Second District’s contention that the offer made by
Souders contemplated that acceptance could only be effected by
performance is refuted by the plain terms of the offer. The Second
District rests its position on this issue on the reference in the
settlement offer to “acceptance and payment.” Suarez Trucking, 311
So. 3d at 270. But this language—understood in context—indicates
exactly the opposite of what the Second District says it means. The
settlement offer makes a clear distinction between acceptance and
performance rather than equating acceptance with performance.
This is shown most vividly in the specification that performance by
payment must occur within ten days from the date of acceptance.
The offer thus clearly contemplates a two-step process in which
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acceptance is followed by performance. This, of course, is
consistent with the statute, which provides for acceptance by the
filing of a notice of acceptance rather than acceptance by
performance.
IV.
There is no basis to support the Second District’s conclusion
that a settlement contract could only be formed by performance or
that Suarez Trucking’s acceptance was otherwise defective. We
therefore quash the decision on review. And we approve the conflict
decision in Cirrus to the extent that it is consistent with our
analysis here.
It is so ordered.
MUÑIZ, C.J., and CANADY, POLSTON, COURIEL, and
GROSSHANS, JJ., concur.
CANADY, J., concurs with an opinion, in which POLSTON, J.,
concurs.
LABARGA, J., dissents with an opinion.
FRANCIS, J., did not participate.
NOT FINAL UNTIL TIME EXPIRES TO FILE REHEARING MOTION
AND, IF FILED, DETERMINED.
CANADY, J., concurring.
Although I do not dissent from the majority’s conclusion that
fuller briefing of the issues related to breach and remedy is
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appropriate, based on what has been presented thus far by the
parties it appears doubtful to me that any breach of the settlement
agreement occurred. And it must be acknowledged that the
resolution of the breach issue has serious implications for the
integrity of the legal framework for the protection of statutory
workers’ compensation liens.
Under the Workers’ Compensation Law, an employee injured
in the course of employment by a third-party tortfeasor may accept
workers’ compensation benefits and also sue the third-party
tortfeasor. § 440.39(1), Fla. Stat. (2021). In such circumstances,
the employee “shall sue for the employee individually and for the
use and benefit of the employer, if a self-insurer, or employer’s
insurance carrier.” § 440.39(3)(a), Fla. Stat. Under the statute, the
employer or carrier obtains lien rights:
Upon suit being filed, the employer or the insurance
carrier, as the case may be, may file in the suit a notice
of payment of compensation and medical benefits to the
employee or his or her dependents, which notice shall
constitute a lien upon any judgment or settlement
recovered to the extent that the court may determine to
be their pro rata share for compensation and medical
benefits paid or to be paid under the provisions of this
law, less their pro rata share of all court costs expended
by the plaintiff in the prosecution of the suit including
reasonable attorney’s fees for the plaintiff’s attorney.
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Id.
The statute thus provides for the judicial determination of the
amount recoverable under such workers’ compensation liens. Id.
Specific provision is made regarding settled third-party tort claims:
If the employer or insurance carrier has given written
notice of his or her rights of subrogation to the third-
party tortfeasor, and, thereafter, settlement of any such
claim or action at law is made, either before or after suit
is filed, and the parties fail to agree on the proportion to
be paid to each, the circuit court of the county in which
the cause of action arose shall determine the amount to
be paid to each by such third-party tortfeasor . . . .
§ 440.39(3)(b), Fla. Stat.
The Second District itself has recognized that under these
provisions of the statute, in the event of a dispute on the question,
an employee’s “right to the distribution of any portion of his third-
party settlement did not arise until the trial court determined the
amount of the [workers’ compensation] lien.” City of Tampa v.
Norton, 681 So. 2d 811, 812 (Fla. 2d DCA 1996); see also Circle K
Corp./AIG Claims Servs., Inc. v. Webster, 747 So. 2d 1010, 1011
(Fla. 5th DCA 1999) (“Where a case is settled in lieu of suit or
during the pendency of a suit and the tortfeasor has notice of the
employer’s interest in the settlement, the case should not be settled
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without the consent of the carrier or employer in order to protect
the employer to the extent of benefits conferred.”).
It is undisputed that the parties here were subject to the
provisions of section 440.39 and that they were on notice of the
carrier’s lien rights. Indeed, Souders said this in his brief
submitted to the Second District:
[T]he record reflects that, both before and after the
plaintiff’s offer was made, plaintiff’s counsel had advised
Suarez Trucking’s counsel that his client had a statutory
obligation to satisfy the compensation carrier’s lien; that
he fully intended to do so in accordance with Florida law;
and that he had been actively involved in negotiating the
amount of the lien with counsel for the compensation
carrier . . . .
In line with this statute and the acknowledgement of lien rights by
Souders, Suarez Trucking now argues that it simply did what “is
customary when faced with a lienholder: it included that lienholder
on the settlement check.” Suarez Trucking further argues that
under section 440.39 if it “failed to include [the workers’
compensation carrier] on the settlement check and protect the lien,
it could have faced a cause of action for impairment of lien or for
subrogation.”
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In support of these points, Suarez Trucking cites cases
recognizing the duty of settling parties to protect lien rights. See,
e.g., Hall, Lamb & Hall, P.A. v. Sherlon Invs. Corp., 7 So. 3d 639, 641
(Fla. 3d DCA 2009) (“There is no question that as a party to the
settlement, Sherlon had an affirmative duty to notify the law firm of
the settlement and to protect the law firm’s lien interest in the
settlement proceeds.”); Dade County v. Pavon, 266 So. 2d 94, 97
(Fla. 3d DCA 1972) (“We hold that the statute placed upon the
appellee a duty to make no settlement until the possible existence
of a hospital lien was determined.”); see also Geico Gen. Ins. Co. v.
Steinger, Iscoe & Greene-II, P.A., 275 So. 3d 775, 777 (Fla. 3d DCA
2019) (holding that insurer had a “duty to protect [law firm’s]
attorney’s lien by notifying [law firm] of the settlement, including
[the law firm] on the settlement check or obtaining [law firm’s]
waiver of its lien in writing, or obtaining a Hold Harmless agreement
from [firm receiving settlement proceeds]”). To the extent that
Suarez Trucking can establish the existence of such a duty arising
from section 440.39, it appears that analysis of the breach of
contract issue should take that statute-based duty into account.
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The relevance of background legal requirements to the
obligations of contracting parties is by no means a novel concept in
our law. “Florida courts have long recognized that the statutory
limitations and requirements surrounding traditional insurance
contracts may be incorporated into an insurance contract for
purposes of determining the parties’ contractual rights.” Found.
Health v. Westside EKG Assocs., 944 So. 2d 188, 195 (Fla. 2006).
The issue of statutory incorporation has arisen most frequently in
the insurance context, but our treatment of the incorporation of
statutory provisions in that context is based on a more sweeping
principle of statutory incorporation. We have held broadly that
in construing a contract, it is well established that “the
laws existing at the time and place of the making of the
contract and where it is to be performed which may affect
its validity, construction, discharge and enforcement,
enter into and become a part of the contract as if they
were expressly referred to or actually copied or
incorporated therein.”
City of Homestead v. Beard, 600 So. 2d 450, 454-55 (Fla. 1992)
(quoting Shavers v. Duval County, 73 So. 2d 684, 689 (Fla. 1954)).
This principle of contract law is indeed venerable and widely
acknowledged. See Von Hoffman v. City of Quincy, 71 U.S. 535, 550
(1866) (“It is also settled that the laws which subsist at the time and
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place of the making of a contract, and where it is to be performed,
enter into and form a part of it, as if they were expressly referred to
or incorporated in its terms. This principle embraces alike those
which affect its validity, construction, discharge, and
enforcement. . . . These are as much incidents and conditions of the
contract as if they rested upon the basis of a distinct agreement.”);
Richard A. Lord, Williston on Contracts § 30:19 (4th ed. 2012)
(“Under [the generally applicable] presumption of incorporation,
valid applicable laws existing at the time of the making of a contract
enter into and form a part of the contract as fully as if expressly
incorporated in the contract. Thus, contractual language must be
interpreted in light of existing law, the provisions of which are
regarded as implied terms of the contract, regardless of whether the
agreement refers to the governing law.” (footnotes omitted.)).
As Souders admits, the parties here were subject to the
provisions of section 440.39. Souders was required by law to bring
his third-party tort claim not only for his own benefit, but also for
“the use and benefit” of the workers’ compensation carrier. He was
not entitled to the disbursement of funds paid in settlement of his
claim prior to an agreed or judicially determined resolution of the
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workers’ compensation lien. The settlement funds provided to
Souders indisputably were legally encumbered by the lien.
When the contract is understood in light of these existing
relationships and obligations, as is required by the well-established
rule of incorporation, it is hard to see how Suarez Trucking’s tender
of the settlement check with the workers’ compensation carrier
named as a payee could be a breach—much less a material
breach—of the settlement agreement. The tender of the check in
that form simply acknowledged binding legal obligations that the
parties to the settlement necessarily understood to exist and that
they were expressly committed to honoring.
The autonomy of contracting parties is not compromised by
the presumption that the contractual obligations they undertake
are informed by and subject to legal obligations arising from the
laws that exist when the contract is entered. And it is hard to
fathom how a breach of contract can arise from action by a party—
similar to the action by Suarez Trucking here—to require that the
performance of contractual obligations be in harmony with such
laws.
POLSTON, J., concurs.
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LABARGA, J., dissenting.
I agree with the majority that the Second District improperly
applied the “mirror image” rule in determining the enforceability of
the settlement agreement in this case. However, I ultimately agree
with the district court that the parties’ failure to reach a meeting of
the minds as to a material term rendered the settlement agreement
unenforceable. Consequently, I dissent.
Relying on a terse application of section 768.79, Florida
Statutes (2014), and Florida Rule of Civil Procedure 1.442, the
majority concludes that petitioner Suarez Trucking (Suarez) and
respondent Souders formed a binding settlement agreement.
Section 768.79 and rule 1.442 contain the requirements for court
approval and enforcement of a settlement agreement, but neither
specifies the requirements for formation of the settlement
agreement itself. A court’s authority to ratify a settlement
agreement and enter a judgment accordingly is distinct from the
formation of the settlement agreement. See Wright v. Caruana, 640
So. 2d 197, 198 (Fla. 3d DCA 1994) (“[Section 768.79(1)] does not
prevent an offeree from actually accepting an untimely offer and
avoiding trial; it merely prevents the offer from later serving as the
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basis for an award of costs and attorney’s fees under the statute.”);
Gallagher v. Dupont, 918 So. 2d 342, 347 (Fla. 5th DCA 2005) (“A
consent judgment is a judicially approved contract . . . .”); Mady v.
DaimlerChrysler Corp., 59 So. 3d 1129, 1133 (Fla. 2011) (“A
resolution reached pursuant to the offer of judgment statute, as
opposed to an extrajudicial settlement agreement that is not subject
to judicial enforcement bears the imprimatur of a court. . . .”). The
former is governed by the statute and rule, and the latter is
governed by general contract law.
Even though the parties may have adhered to the procedural
requirements set forth in section 768.79 and rule 1.442, that is
only part of the analysis. The parties’ adherence to those
requirements is—and must be—secondary to whether a valid
settlement agreement exists.
A settlement agreement, like all other contracts, is formed
when there is mutual assent and a meeting of the minds, which
requires an offer and an acceptance supported by valid
consideration. See Robbie v. City of Miami, 469 So. 2d 1384, 1385
(Fla. 1985); Perkins v. Simmons, 15 So. 2d 289, 290 (Fla. 1943); see
also Pena v. Fox, 198 So. 3d 61, 63 (Fla. 2d DCA 2015). If an
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offeree’s acceptance deviates from an offer’s essential terms, it is
not an acceptance but is instead a counteroffer that rejects the
original offer. Strong & Trowbridge Co. v. H. Baars & Co., 54 So. 92,
93-94 (Fla. 1910); see Breger v. Robshaw Custom Homes, Inc., 264
So. 3d 1147, 1150 (Fla. 5th DCA 2019). If the parties are still
negotiating the essential terms of the contract, there is no meeting
of the minds. See Webster Lumber Co. v. Lincoln, 115 So. 498 (Fla.
1927); see also de Vaux v. Westwood Baptist Church, 953 So. 2d
677, 681 (Fla. 1st DCA 2007).
Here, because there was no meeting of the minds as to all of
the material terms, no settlement agreement was formed. In
arriving at its conclusion that a valid contract was formed when
Suarez filed a written notice accepting Souders’ settlement offer, the
majority glossed over a significant factual component that impeded
such a conclusion under contract law: After Souders made his
initial offer, Suarez’s counsel contacted Souders’ counsel and asked
that the settlement agreement provide that the lien issued by the
workers’ compensation carrier (Guarantee Insurance Company) be
paid from the proceeds of the settlement check. Souders
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unequivocally refused the request. 2 Despite Souders’s refusal,
Suarez issued a settlement check that included Guarantee as a
payee and filed a notice of acceptance with the court. 3
In the context of contract negotiations, Suarez’s request to
include Guarantee on the settlement check constituted a
counteroffer which voided the initial offer and was ultimately
rejected by Souders. Thus, at the time the acceptance was filed,
there was no meeting of the minds as to who would be paid—
meaning that there was no binding settlement agreement. Even if
the request were not a counteroffer, Souders’ rejection and Suarez’s
subsequent inclusion of Guarantee as a payee evinces that the
parties were still negotiating who to include as payee, and thus,
2. The inclusion of the worker’s compensation carrier
(Guarantee) as a payee on the settlement check would have
required Souders to negotiate the amount of the lien with
Guarantee before he could cash the settlement check—a step
Souders clearly did not want to take at that time.
3. In the inverse situation, where the parties have not met the
requirements of section 768.79 and rule 1.442, but have met the
common law requirements for contract formation, the parties would
be unable to exercise the benefits of the statute, but would still
have an extrajudicial private settlement contract enforceable as a
matter of contract law.
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there was no meeting of the minds. Therefore, there was no
contract formation.
In determining that the parties formed a binding settlement
agreement upon Suarez’s notice of acceptance, the majority notes
that “[t]he [section 768.79 and rule 1.442] framework contemplates
that a filed acceptance constitutes a promise to perform in
accordance with the terms of the offer.” Majority op. at 4. However,
herein lies the problem in this case; there was no meeting of the
minds as to a material term of the offer—whether Guarantee should
be included as a payee on the settlement check. In short, the
parties did not agree as to who should be included in the settlement
check as a payee—a material term of the contract. 4 It would be a
rare circumstance indeed where the identity of the payee or payees
of a settlement check would not be considered a material term of
4. Although insurance carriers enjoy an automatic lien in a
settlement with a third-party tortfeasor, the workers’ compensation
statute clearly contemplates further negotiations and proceedings in
the execution of the lien. See §§ 440.39(a)-(b), Fla. Stat. (2014). By
including Guarantee on the check, Suarez effectively created a
de facto lien that could affect those negotiations. With these
consequences in mind, the payee on the check should be
considered a material term of the settlement agreement.
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the settlement agreement, and without an agreement as to all of the
material terms of the offer, there can be no valid acceptance or
promise to perform in accordance with those terms. See Suarez
Trucking FL Corp. v. Souders, 311 So. 3d 263, 269 (“[T]he provisions
of section 768.79(4) . . . do not negate the fact that contract law
governs settlement agreements”) (citing Lunas v. Cooperativa de
Seguros Multiples de Puerto Rico, 100 So. 3d 239, 241 (Fla. 2d DCA
2012)). Thus, reliance on the statute/rule framework to determine
the enforceability of the parties’ settlement agreement is not as
“simple and straightforward” as the majority opinion suggests.
Majority op. at 4.
Notwithstanding the majority’s reliance on rule 1.442(f)(1),
which provides that “[n]o oral communications shall constitute an
acceptance, rejection, or counteroffer under the provisions of this
rule,” that provision only applies to the court’s authority to ratify
and enforce the settlement agreement. Neither it nor section
768.79 alters the requirements for the valid formation of the
settlement agreement:
By conferring jurisdiction to enforce an agreement upon
the trial court only after both an offer and acceptance
have been filed with the court, the statute prevents the
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trial court from enforcing an agreement based only on a
party’s assertion that it accepted the offer. The statute
does not, however, require the trial court to enforce a
contract simply because a written acceptance has been
filed. The trial court must still evaluate that acceptance as
evidencing a meeting of the parties’ minds.
Suarez, 311 So. 3d at 269 (emphasis added). Although this
language was stated in the context of the Second District’s
erroneous “mirror image” rule analysis, the court’s understanding
of the statute is otherwise valid. Accordingly, rule 1.442(f)(1) does
not restrict a court from considering the communications between
Suarez and Souders in evaluating the enforceability of the
settlement agreement. Here, the parties’ communications illustrate
that there was no meeting of the minds and no formation of a
settlement agreement.
By prioritizing compliance with section 768.79 and rule 1.442
over the formation of a valid settlement agreement, the majority
risks minimizing the safeguards of contract law in favor of a purely
formalistic framework, and in turn, leaves open the possibility of
the troublesome scenario set forth in the Second District’s opinion:
Holding that the trial court should have granted
that motion would allow offerees to file boilerplate notices
of acceptance and subsequently alter the required
performance as they see fit. But an offeror who complies
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with the strict requirements of the statute and the rule
concerning proposals for settlement and offers of
judgment should not be bound to comply with the terms
of an agreement unilaterally created by the offeree simply
because the offeree first filed a boilerplate notice of
acceptance. Such a result is untenable.
Suarez, 311 So. 3d at 271. 5
For these reasons, I would hold that because there was no
meeting of the minds as to all of the terms of the settlement
agreement, and thus no contract formation, the settlement
agreement was unenforceable.
I respectfully dissent.
Application for Review of the Decision of the District Court of Appeal
Direct Conflict of Decisions
Second District - Case No. 2D19-572
(Hillsborough County)
Kansas R. Gooden of Boyd & Jenerette, Miami, Florida, and Stuart
J. Freeman of Freeman, Goldis & Cash, PA, St. Petersburg, Florida,
for Petitioner Suarez Trucking Fl Corp
Daniel A. Martinez and Jennifer C. Worden of Segundo Law Group,
St. Petersburg, Florida,
5. This risk is especially relevant here, where the record
reveals that after the offer and before acceptance, the parties
disagreed as to whether the settlement agreement should include
satisfaction of Guarantee’s lien from the settlement check.
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for Petitioner Progressive Express Insurance Company
Joel D. Eaton of Podhurst Orseck, P.A., Miami, Florida, and Chris
M. Kavouklis of Brennan, Holden & Kavouklis, P.A., Tampa,
Florida,
for Respondents
Thomas L. Hunker and V. Ashley Paxton of Hunker Appeals, Fort
Lauderdale, Florida, and Elaine D. Walter of Boyd Richards Parker
& Colonnelli, P.L., Miami, Florida,
for Amicus Curiae Florida Defense Lawyers Association
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