WOODFIELD PLAZA, LTD., BY AND THROUGH ITS GENERAL PARTNER, STRAUB CAPITAL CORP., APPELLANT,
v.
STILES CONSTRUCTION COMPANY, A FLORIDA CORPORATION, APPELLEE
AI-generated. These summaries, headnotes, and key points are machine-generated and may contain errors or omissions. Always verify against the full opinion text below. Not legal advice.
Woodfield Plaza sued Stiles Construction for breach of contract regarding defective work at a shopping center. The trial court dismissed the case based on an alleged settlement agreement, but the appellate court reversed, finding the parties never reached a valid settlement because they failed to achieve mutual agreement on essential terms.
The parties did not create a valid settlement agreement because there was no mutual agreement on essential terms. Hughes contemplated a 'global' release covering any future claims related to the doors and irrigation system, while Farris was negotiating only a compromise of the existing $3,900 dispute. Without mutual understanding and assent to essential terms, no enforceable settlement contract exists.
[1] Settlement agreements are governed by the same legal principles applied to other contracts.
[2] A finding that parties reached a settlement agreement requires evidence of a mutual agreement to the material settlement 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“A finding that the parties reached a contract requires evidence of a mutual agreement to the material settlement terms.”
Establishes the fundamental requirement for valid settlement agreements
Previewing 1 of 3 key quotes on this case — the court’s exact language, pinpointed for members.
Join FLexlaw to unlock all legal intelligenceStiles Construction was the general contractor for Woodfield Plaza's multi-million dollar shopping center. Stiles offered $2,500 as full settlement fo…
The full statement of facts, procedural history, and disposition for this case are member content.
Join FLexlaw to unlock all legal intelligence© FLexlaw, Inc. — AI-generated enrichments are proprietary. All rights reserved.
Explore caselaw by topic → Browse Contract Formation cases and more on FLexlaw
STONE, Judge.
We reverse an order dismissing a complaint brought by Woodfield Plaza, Ltd. (Woodfield), the owner of a shopping center, against Stiles Construction Co., a general contractor (Stiles). The trial court found that the parties had reached a settlement agreement prior to this litigation that resolved the claims in question. We conclude, however, taking the evidence most favorably to Stiles, that the parties faded to create a valid settlement agreement.
The court interpreted the alleged settlement agreement as allowing Stiles to pay Woodfield $2,500 in exchange for a release of all farther liability for claims, other than for latent defects, arising out of the construction of the multi-million dollar center. Woodfield has sued Stiles for breach of contract, alleging that Stiles failed to install a “loop” irrigation system as required under the contract. Appellant also alleged that the exterior rear doors did not comply with specifications.
Hughes, vice president of Stiles Construction Co., testified at the hearing that he had offered Woodfield’s agent, Farris, $2,500 “in full and final settlement of all matters relating to the construction.” At that time, there was an outstanding claim by Woodfield for over $3,900. In response, Farris sent Hughes a letter stating that, “[u]pon receipt of your $2,500 payment, Stiles Construction will be released from any further liability for all issues ... which have been revealed to date ” and asking Stiles to provide a release if it required one. It is undisputed that the $2,500 was never tendered to Woodfield by Stiles and that Woodfield rejected Stiles’ proposed general release as being beyond the scope of the negotiations.
The trial court dismissed the complaint, apparently concluding that there was a settlement that covered all matters involving discovered and undiscovered defects or damages in the doors and irrigation system.
Settlement agreements are governed by the same legal principles applied to other contracts. E.g., Dorson v. Dorson, 393 So. 2d 632 (Fla. 4th DCA 1981). A finding that the parties reached a contract requires evidence of a mutual agreement to the material settlement terms. Robbie v. City of Miami, 469 So. 2d 1384 (Fla.1985); Carroll v. Carroll, 532 So. 2d 1109 (Fla. 4th DCA 1988), rev. denied, 542 So. 2d 1332 (Fla.1989); Suggs v. Defranco’s, Inc., 626 So. 2d 1100 (Fla. 1st DCA 1993). Here, there was no evidence of acceptance of the most essential terms; therefore, there was no agreement. E.g., Gaines v. Nortrust Realty Management, Inc., 422 So. 2d 1037 (Fla. 3d DCA 1982). “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.” Robbie at 1385. See also Nehleber v. Anzalone, 345 So. 2d 822 (Fla. 4th DCA 1977) (“A party seeking judgment on the basis of compromise and settlement has the burden of establishing assent by the opposing party”).
We recognize that it is the duty of the court to give effect to the intention of the parties, even if every contingency may not be specifically covered by an agreement, and that an alleged contract should not be voided due to uncertainty unless there is no alternative. Blackhawk Heating & Plumbing Co., Inc. v. Data Lease Fin. Corp., 302 So. 2d 404 (Fla.1974). The evidence supports a conclusion that Hughes was contemplating a “global” release in exchange for the $2,500 which would resolve any additional claims that could arise in the future related in some manner to the doors and irrigation system. However, there is no indication that Farris was negotiating more than a compromise resolution of the outstanding dispute over the $3,900 statement.
The issue is purely one of contract law. We note that this is not simply a dispute that requires interpreting an ambiguous or difficult provision in an agreement where both parties have demonstrated assent to essential terms and indicated by word, deed, or surrounding circumstance, an intention to be bound. Blackhawk. Rather, there is no view of the facts demonstrating mutual understanding, assent, and meeting of the minds to essential terms. Therefore, there is no enforceable settlement contract and we reverse and remand for further proceedings. Gaines.
WARNER and STEVENSON, JJ., concur.
Cases With Similar Vibessemantic neighbors from the corpus
Citator
Cited By
-
Solanje Cheverie v. Geisser, 783 So. 2d 1115 (Fla. 4th DCA 2001)…l the necessary documents. A final declaratory judgment for defendant was entered. Settlement agreements are interpreted and governed by contract law. Robbie v. City of Miami, 469 So. 2d 1384 (Fla.1985); Woodfield Plaza, Ltd. v. Stiles Constr. Co., 687 So. 2d 856, 857 (Fla. 4th DCA 1997); Dorson v. Dorson, 393 So. 2d 632 (Fla. 4th DCA 1981). Preliminary negotiations or tentative and incomplete agreements do not establish a sufficient meeting of the minds to create an enforceable settlement agreement. To be j…1 / 2
-
Wolowitz v. Thoroughbred Motors, Inc., 765 So. 2d 920 (Fla. 2d DCA 2000)…t properly enforced. However, this argu [*924] ment fails for two reasons. First, settlement agreements are governed by the law of contracts. See Bateski v. Ransom, 658 So. 2d 680, 631 (Fla. 2d DCA 1995); Woodfield Plaza, Ltd. v. Stiles Constr. Co., 687 So. 2d 856, 857 (Fla. 4th DCA 1997). As such, they require proof that consideration was given by each party. In this case, there was no evidence that consideration was given by either party. It is clear from the terms of the “contract confirmation” that Thorou…
-
Cirrus Design Corp. v. Lauraence A. Sasso, 95 So. 3d 308 (Fla. 4th DCA 2012)…on that agreement based upon contract law. George Vining & Sons, Inc. v. Jones, 498 So. 2d 695 (Fla. 5th DCA 1986). “Settlement agreements are governed by the same legal principles applied to other contracts.” Woodfield Plaza v. Stiles Constr. Co., 687 So. 2d 856, 857 (Fla. 4th DCA 1997). In this case, the trial court did not apply the law of contracts in denying the motion to enforce. Instead, it applied the principle requiring strict compliance with the offer of judgment statute. However, the offer of judg…
Previewing 3 of 6 citing cases — full citator treatment, depth of discussion, and citing context are member features.
Join FLexlaw to unlock all legal intelligenceAuthorities Cited
- Robbie v. City OF Miami, 469 So. 2d 1384 (Fla. 1985)
- Blackhawk Heating & Plumbing Co., Inc. v. Data Lease Fin. Corp., 302 So. 2d 404 (Fla. 1974)
- Renita Penfield Nehleber v. Anzalone, 345 So. 2d 822 (Fla. 4th DCA 1977)
- Dorson v. Gertrude Dorson, 393 So. 2d 632 (Fla. 4th DCA 1981)
- Gaines v. Nortrust Realty Mgmt., Inc., 422 So. 2d 1037 (Fla. 3d DCA 1982)
- Carroll v. Carroll, 532 So. 2d 1109 (Fla. 4th DCA 1988)
- Williams v. State, 626 So. 2d 1100 (Fla. 1st DCA 1993)