SANDRA O'NEILL, APPELLANT,
v.
RICHARD SCHER, AS PERSONAL REPRESENTATIVE OF THE ESTATE OF BENJAMIN SCHER, APPELLEE
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Sandra O'Neill appealed from a trial court order enforcing a settlement agreement with her brother Richard Scher regarding their father's estate and ordering her to execute a general release. The appellate court affirmed the enforcement of the settlement agreement but reversed the order requiring execution of the overly broad general release, remanding for a narrower release reflecting only the specific claims agreed to in the settlement.
The court affirmed the trial court's enforcement of the settlement agreement, finding no error in refusing to admit parol evidence because the settlement agreement's language was clear and unambiguous. However, the court reversed the order requiring O'Neill to execute the general release, as it was overly broad and did not accurately reflect the six specific interests O'Neill agreed to release in the settlement agreement.
[1] Parol evidence is generally admissible only to clarify the terms of an ambiguous contract.
[2] Where the language of a settlement agreement is clear and unambiguous, courts may not modify its express terms.
Previewing 2 of 5 headnotes on this case. FLexlaw’s editorially structured points of law — every proposition, pinpointed — are reserved for members.
Join FLexlaw to unlock all legal intelligence“Where the contractual language is clear and unambiguous, 'courts may not indulge in construction or modification and the express terms of the settlement agreement control.'”
Establishes the fundamental principle that parol evidence is inadmissible to vary clear and unambiguous contract terms, justifying the refusal to hold an evidentiary hearing on the alleged oral condition.
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Join FLexlaw to unlock all legal intelligenceSandra O'Neill filed a claim against her father Benjamin Scher's estate. After mediation, O'Neill and her brother Richard Scher (personal representati…
The full statement of facts, procedural history, and disposition for this case are member content.
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LAGOA, J.
Sandra O’Neill (“O’Neill”) appeals from the trial court’s order enforcing a settlement agreement between O’Neill and her brother, Richard Scher (“Scher”), which involves their father’s Estate.1 O’Neill further appeals the trial court’s order requiring her to execute a general release. While we reverse that portion of the trial court’s order requiring O’Neill to execute a general release, we affirm the remainder of the order enforcing the settlement agreement. Scher is the personal representative of then.- father’s Estate. O’Neill filed a claim against the Estate, and Scher filed objections to her claim. During the proceedings, the parties participated in mediation, which resulted in the parties and their counsel executing documents entitled “Memorandum of Settlement” and “Exhibit to Memorandum of Settlement” which read, in pertinent part, as follows:
3. Sandra O’Neill hereby releases any present and/or future interest which she may have in and to the following:
a. The Estate of Benjamin Scher opened in Miami-Dade County, Florida, under case number 06-0057 CP (04);
b. The Benjamin Scher Revocable Inter Vivos Trust dated 8/30/01, as amended and restated on 8/11/04, and/or any successor trust created through said trust, including but not limited to Marital Trust, Credit Shelter Trust, and Trust for the Benefit of Cassandra O’Neill;
c. Benjamin Scher Irrevocable Trust dated 9/1/99;
d. Any interest claim or expectancy of an inheritance from or against the Estate of Sophie Scher, including but not limited to any testamentary documents executed by Sophie Scher. e. The Sophie Scher Revocable Inter Vivos Trust dated 8/30/01, as amended and re-stated on 8/9/05.
f. Any interest claim or expectancy of an inheritance from or against the Estate of Richard Scher, including but not limited to any testamentary documents executed by Richard Scher. 4. It is understood that this agreement is a memorial of the terms of the within settlement. However, the parties hereby agree to execute formal releases in accordance with the terms set forth herein.
Following the execution of the settlement agreement, both parties filed motions to enforce the settlement. In her motion to enforce, O’Neill argued that before executing the settlement agreement the parties orally agreed that the settlement was conditioned upon Scher producing documents establishing that their father’s Estate was valued at between $6 million and $6.5 million. O’Neill, therefore, asserted that an evidentiary hearing was required to introduce parol evidence to determine whether this condition precedent existed and whether it had been satisfied. Scher denied that any such condition precedent existed, and argued that the settlement agreement should be enforced as written as its terms were clear and unambiguous.
After conducting a hearing on both motions, the trial court found that the settlement agreement was clear and unambiguous as to its terms and conditions, and entered an order: (1) denying O’Neill’s motion to enforce or, in the alternative, to rescind the agreement; (2) granting Scher’s cross-motion to enforce; and (3) requiring O’Neill to execute the release previously forwarded to her by Scher’s counsel. This appeal ensued.
On appeal, O’Neill argues that the trial court erred in failing to conduct an evidentiary hearing in order to determine whether an oral condition precedent to the settlement agreement existed and whether that oral precondition has been satisfied. We disagree. Generally, parol evidence is admissible only to clarify the terms of an ambiguous contract. See RAHO of Pass-A-Grille, Inc. v. Pass-A-Grille Beach Motel, Inc., 923 So. 2d 564, 565 (Fla. 2d DCA 2006); Developers of Northlake, Inc. v. Northlake Equities, Inc., 944 So. 2d 1014, 1016 (Fla. 4th DCA 2005); Ghahramani v. Guzman, 768 So. 2d 535, 537 (Fla. 4th DCA 2000); In re Estate of Barry, 689 So. 2d 1186, 1187 (Fla. 4th DCA 1997). “Where the contractual language is clear and unambiguous, ‘courts may not indulge in construction or modification and the express terms of the settlement agreement control.’ ” Commercial Capital Res., LLC v. Giovannetti, 955 So. 2d 1151,1153 (Fla. 3d DCA 2007) (quoting Sec. Ins. Co. of Hartford v. Puig, 728 So. 2d 292, 294 (Fla. 3d DCA 1999)).
Based on our review of the settlement agreement, we find that the agreement’s language is unambiguous, and, therefore, we conclude that the trial court did not err in refusing to conduct an evidentiary hearing in order to consider parol evidence. Accordingly, we affirm the trial court’s order enforcing the settlement agreement.
We reverse, however, that portion of the trial court’s order instructing O’Neill to execute the “general release” forwarded to her by Scher’s counsel. As counsel for Scher conceded at oral argument, the release that the trial court ordered O’Neill to execute is overly broad and does not accurately reflect the release of interests and/or claims to which O’Neill agreed in the settlement agreement. Indeed, O’Neill only agreed in paragraph 3 of the Memorandum of Settlement to release six specific present and/or future interests. The general release, on the other hand, contains broad provisions releasing O’Neill’s present and/or future claims for matters, persons, and entities not listed or considered in the settlement agreement.2 On remand, the parties shall draft a release concerning only those six specific claims contained in paragraph 3 of the Memorandum of Settlement, and shall release no other present and/or future claims.
Affirmed in part, reversed in part, and remanded for further proceedings consistent with this opinion.
. Scher executed the agreement as personal representative and trustee of the Estate.
. We also note that the general release, which the trial court ordered O'Neill to execute, disposed of the interests of O’Neill’s “heirs, executors, and administrators.’’ Paragraph 3 of the Memorandum of Settlement, however, contains no such language and, on remand, the release presented to O'Neill for execution shall contain no such language.
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W. Dexter Douglass and Terese v. Douglass, 9 So. 3d 636 (Fla. 1st DCA 2009)…So. 2d 564, 565-66 (Fla. 1st DCA 2000). In the instant case, we are persuaded that the contract is ambiguous in material respects and that resort to parol evidence is necessary in order to ascertain the parties’ intent. See, e.g., O’Neill v. Scher, 997 So. 2d 1205, 1206 (Fla. 3d DCA 2008); Castillo v. State Farm Fla. Ins. Co., 971 So. 2d 820, 823 (Fla. 3d DCA 2007); Barnett v. Destiny Owners Ass’n, Inc., 856 So. 2d 1090, 1092 (Fla. 1st DCA 2003); Cleanco, Inc. v. Manor Inv. Co., 568 So. 2d 1309, 1310 (Fla. 4t…
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Puleo v. Cohen (Fla. 3d DCA 2026)…987))); see also Sec. Pro., Inc. By and Through Paikin v. Segall, 685 So. 2d 1381, 1383 (Fla. 4th DCA 1997) (“As a general rule, parties that are not included in a stipulation for settlement cannot be bound by its provisions.”); O’Neill v. Scher, 997 So. 2d 1205, 1207 (Fla. 3d DCA 2008) (noting that a release must “accurately reflect the release of interests and/or claims” agreed upon in a settlement agreement); Mazzoni Farms, Inc. v. E.I. DuPont De Nemours and Co., 761 So. 2d 306, 315 (Fla. 2000) (“[E]…
Authorities Cited
- Commercial Cap. Res., LLC v. Giovannetti, 955 So. 2d 1151 (Fla. 3d DCA 2007)
- Sec. Ins. Co. OF Hartford v. Puig, 728 So. 2d 292 (Fla. 3d DCA 1999)
- In re Est. OF Frances L. Barry v. Lieberman, 689 So. 2d 1186 (Fla. 4th DCA 1997)
- McCLURE v. State, 768 So. 2d 535 (Fla. 2d DCA 2000)
- Raho OF Pass-A-Grille, Inc. v. Pass-A-Grille Beach Motel, Inc., 923 So. 2d 564 (Fla. 2d DCA 2006)
- Developers OF Northlake, Inc. v. Northlake Equities, Inc., 944 So. 2d 1014 (Fla. 4th DCA 2005)