Williams v. Ingram
| Decision Date | 28 August 1992 |
| Docket Number | No. 91-3041,91-3041 |
| Citation | 605 So.2d 890 |
| Parties | 17 Fla. L. Week. D2024 William C. WILLIAMS and Paula C. Williams, his wife, Appellants, v. William A. INGRAM and Marian G. Ingram, his wife, Appellees. |
| Court | Florida District Court of Appeals |
Barry A. Bobek of Jacksonville for appellants.
James C. Rinaman, Robert E. Broach, Alan K. Ragan, and Christopher D. Gray of Marks, Gray, Conroy & Gibbs, P.A., Jacksonville, for appellees.
William C. Williams and Paula C. Williams, his wife, appeal from a final order compelling enforcement of a settlement between the parties. The appellants raise several issues on appeal which may be restated as one issue: Whether the trial court erred in finding that there was an enforceable settlement agreement between the parties. We find that the parties did not reach agreement as to all essential terms and, therefore, we reverse.
Appellants bought a home from appellees in Duval County. The appellants allege that prior to the sale, the appellees constructed a room addition without complying with the building and sanitation codes of the city of Jacksonville, in that the addition was constructed over the septic tank and drainfield which served the property. The amended complaint also alleges that appellees failed to disclose known latent defects which could result in contamination of the water well and erosion of the foundation beneath the addition. On December 20, 1990, the court referred the cause to mediation.
In February of 1991, the appellees moved to compel enforcement of a settlement agreement. Attached to the motion were a number of exhibits including correspondence between the counsel for both parties, an unexecuted stipulated settlement, and an unexecuted release. Appellees contended at oral argument that the appellees' letter of March 21, 1990, the appellants' letter of May 8, 1990, and the appellees' response of May 14, 1990, constitute an offer, a counter offer, and an acceptance, respectively.
The March 21, 1990, letter from appellees' attorney indicates that appellees would pay to have a new septic tank and drainfield installed, would pay to reconnect the plumbing, would pay to have the old septic tank pumped out and filled with concrete, and the letter invited appellants to comment on these proposals. On May 8, 1990, appellants' attorney responded. The full text of this response which is contended by appellees to be either an acceptance or counter proposal is as follows:
Dear Mr. Booher:
In response to your letter of March 21, 1990, allow me to advise you that my clients are amenable to a cure of the kind you have proposed in your letter. We are not confident that the required results can be obtained for the figures stated in your letter, but as you are prepared to perform the list of repairs, we are prepared to allow you to commence that undertaking. We would ask that each contractor or subcontractor employed by the Ingrams provide us each with a detailed proposal of the material and labor to be furnished and a covenant that the owners will be held harmless from the expense. As I expect this will meet with your approval, I look forward to hearing from you.
Very truly yours,
Barry A. Bobek
On May 11, 1990, appellants sent the following letter:
Dear Mr. Booher:
The enclosed disposal system construction permit might be useful for your clients' review in connection with my recent letter accepting the concept of your proposal. It should have been included with my letter.
Very truly yours,
Barry A. Bobek
On May 14, 1990, appellees responded as follows:
Dear Mr. Bobek:
This letter will acknowledge receipt of your letter of May 8, 1990, accepting our offer of settlement as outlined in our March 21, 1990 letter.
As you requested in your [letter of] May 8, 1990, Mr. Ingram will provide to you and your clients a detailed proposal of the material and labor to be furnished in performance of the work on the property at 150 Odell Street, and the contractors or subcontractors will provide covenants that your clients will be held harmless from any expense.
We would appreciate your letting us know the most convenient time for Mr. Ingram and his contractors and subcontractors to begin their work on the property.
Also, before any work is undertaken on the property, we will need to enter into a stipulation in settlement of this matter, providing for the settlement and dismissal of this action pursuant to the terms we have discussed. I will prepare a stipulation and a release and will send it to you as soon as possible.
If you have any specific language which you wish me to include in a stipulation and release, please send it to me so that I can incorporate it into the documents.
Yours very truly,
Marks, Gray, Conroy & Gibbs
In early June, appellees sent a proposed written settlement agreement to appellants. Appellants never executed the proposed settlement agreement. Based upon the correspondence between the parties, appellees asked the court to find the existence of an enforceable settlement agreement.
Following an unrecorded hearing on appellees' motion to compel enforcement of settlement, at which no testimony was presented, the trial court rendered a final order. The April 19, 1991, order reported the judge's finding that the parties entered into a valid and enforceable agreement to settle the claims presented in the lawsuit. The order states that the essential terms of the settlement were set forth in the settlement agreement which was filed with the motion to compel enforcement of settlement.
Within ten days, the appellants filed a motion for rehearing supported by an affidavit of the appellants. 1 The affidavit stated essentially that the appellants believed no settlement would be made by counsel without their approval. Appellants contend that no approval was given except to negotiate for an in-kind cure as opposed to a cash settlement. Also, according to appellants, negotiation and on-site inspection was still in progress after the early June correspondence. The trial court denied the appellants' motion for rehearing.
Several general principles have emerged concerning enforcement of a disputed settlement agreement. Settlement agreements are to be interpreted and governed by the law of contracts. Don L. Tullis and Assocs., Inc. v. Benge, 473 So.2d 1384 (Fla. 1st DCA 1985). A party seeking a judgment on the basis of compromise and settlement has the burden of establishing assent by the opposing party. Carroll v. Carroll, 532 So.2d 1109 (Fla. 4th DCA 1988), rev. denied, 542 So.2d 1332 (Fla.1989). 2 The moving party must establish a meeting of the minds or mutual or reciprocal assent to a certain and definite proposition. Goff v. Indian Lake Estates, Inc., 178 So.2d 910 (Fla. 2d DCA 1965). While uncertainty as to an agreement as to nonessential or small items will not preclude a finding of an enforceable settlement, the agreement must be sufficiently specific and mutually agreeable as to every essential element. Don L. Tullis and Assocs., Inc., supra; Blackhawk Heating and Plumbing Co. v. Data Lease Financial Corp., 302 So.2d 404 (Fla.1974); Gaines v. Nortrust Realty Management, Inc., 422 So.2d 1037 (Fla. 3d DCA 1982).
In addition, unauthorized assent by a party's attorney is generally not sufficient to bind a party to a settlement agreement. See Goff, supra; Carroll, supra. Preliminary negotiations or tentative and incomplete agreements will not establish a sufficient meeting of the minds to create an enforceable settlement agreement. Goff, supra at 912. Nor may an agreement be determined to be final where the record establishes that it is the intent of the parties that further action be taken prior to the completion of a binding agreement. Albert v. Hoffman Elec. Constr. Co., 438 So.2d 1015 (Fla. 4th DCA 1983). Applications of these principles help assure that parties to litigation will not unintentionally be deprived of their access to a judicial determination, and that parties and their legal representatives will negotiate settlements without fear of unintentionally entering into a binding agreement.
In the instant case, the trial court improperly found a binding settlement to exist where (1) the communications between the parties only established an agreement in concept between the...
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