MICHAEL S. MONTGOMERY AND LAURIE E. MONTGOMERY, APPELLANT,
v.
NORMA ENGLISH, APPELLEE
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The appellate court reversed a lower court's judgment for specific performance of a real estate contract, finding that no enforceable contract was formed because the parties did not reach a "meeting of the minds" as required by Florida's "mirror image rule."
No, the parties did not reach a "meeting of the minds" because the buyer's acceptance was not identical to the seller's counteroffer, thus no enforceable contract was created.
[1] Under the "mirror image rule," an acceptance of an offer must be absolute, unconditional, and identical with the terms of the offer for a contract to be formed.
[2] A counteroffer that materially alters the terms of an original offer constitutes a rejection of the original offer.
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Join FLexlaw to unlock all legal intelligence“In order for a contract to be formed, an acceptance of an offer must be absolute, unconditional and identical with the terms of the offer.”
Establishes the "mirror image rule" as applied in Florida.
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Join FLexlaw to unlock all legal intelligenceNorma English offered to purchase the Montgomerys' home, including certain personal property and an "As Is" rider. The Montgomerys countered by making…
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PALMER, J.
In this consolidated appeal, Michael and Laurie Montgomery appeal (1) the trial court’s final judgment entered in favor of Norma English (“English”) on her claim for specific performance of a real estate contract (Case No. 03-3404); and, (2) the trial court’s final judgment on attorney’s fees and costs rendered in favor of English (Case No. 03-3671). Concluding that the undisputed evidence of record shows no enforceable contract was entered into between the parties, we reverse both orders.
English filed suit against the Montgom-erys alleging a claim for specific performance and damages arising from the Mont-gomerys’ alleged breach of a contract for the sale of their home. The Montgomerys answered denying liability, arguing that no contract was ever entered into by the parties due in substantial part to the fact that the parties had never reached a meeting of the minds.
Following discovery, the Montgomerys filed a motion seeking summary judgment. In their motion, the Montgomerys argued that the record conclusively demonstrated that the parties never entered into an enforceable contract. The Montgomerys argued that there had been no meeting of the minds because the Montgomerys had countered the offer submitted by English by making certain changes to the proposed contract of sale, but English failed to deliver an initialed contract back to them.
The trial court entered an order summarily denying the Montgomerys’ summary, judgment motion and the matter eventually proceeded to trial before a jury. Upon review of the evidence presented, the jury entered-a verdict in favor of English on her breach of contract claim. The trial court entered judgment in accordance with the jury’s verdict and ordered specific performance of the contract. The court also awarded English contractual attorneys’ fees. These appeals timely-followed.
The Montgomerys argue that the trial court erred in denying their motion for summary judgment because the record demonstrated that there had been no meeting of the minds between the parties as to the essential terms of the contact. We agree. .
Florida employs the “mirror image rule” with respect to contracts. Under this rule, in order for a contract to be formed, an acceptance of an offer must be absolute, unconditional and identical with the terms of the offer. Sullivan v. Econ. Research Properties, 455 So. 2d 630 (Fla. 5th DCA 1984). See also Holloway v. Gutman, 707 So. 2d 356 (Fla. 5th DCA 1998)(holding that acceptance must be of the identical terms of the offer). Review of the record reveals that several issues of material fact were undisputed. In that regard, the parties agreed that this case arose from a dispute over the sale of a home owned by the Montgomerys. They further agreed that English submitted, through her real estate agent, an offer to pay the Montgomerys $272,000.00 for their home. English included in her offer a request to purchase several items of the Montgomerys’ personal property and also indicated on the offer that an “As Is” rider was applicable to the transaction.
After the Montgomerys received English’s offer, they made several changes to the document, including (1) deleting certain items from the personal property section of the contract; (2) deleting a provision regarding latent defects; (3) deleting a provision regarding building inspections; and, (4) adding a specific “As Is” rider. The Montgomerys signed their counteroffer 1 and delivered it to English’s real estate agent, Melanie Brown. Brown took the counteroffer to English later that same day. English initialed some, but not all, of the Montgomerys’ suggested changes. Specifically, English did not initial the changes set forth by the Montgomerys in the personal property section of the document or explicitly confirm her acceptance of those terms by cover letter or otherwise. Brown thereafter faxed the document to the Montgomerys’ attorney.
Applying the mirror image rule to these undisputed facts we hold that, as a matter of law, the parties failed to reach an agreement on the terms of the contract and, therefore, no enforceable contract was created.
As such, the Montgomérys were entitled to receive summary judgment in their favor. Accordingly, the trial court’s final judgment is reversed and the case is remanded with instructions to enter a judgment in favor of the Montgomerys. Furthermore, the instant attorneys’ fees order must also be reversed as it was premised upon a prevailing party attorneys’ fee provision in the real estate contract.
REVERSED and REMANDED with instructions.
GRIFFIN and ORFINGER, JJ., concur. . See Racing Properties, L.P. v. Baldwin, 885 So. 2d 881 (Fla. 3d DCA 2004).
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Citator
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Trout v. Apicella, 78 So. 3d 681 (Fla. 5th DCA 2012)…he place, and within the time expressly or impliedly stated within the offer. Nichols, 834 So. 2d at 219; Chevene v. Geisser, 783 So. 2d 1115, 1119 (Fla. 4th DCA 2001). This is sometimes referred to as the “mirror image rule.” Montgomery v. English, 902 So. 2d 836, 837 (Fla. 5th DCA 2005). Although the law favors settlement agreements and their enforcement, the evidence must nevertheless demonstrate that there was mutual agreement to the material settlement terms. See Robbie v. City of Miami, 469 So. 2d 1384,…
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Knowling v. Emel Manavoglu and Tarkan Manavoglu, 73 So. 3d 301 (Fla. 5th DCA 2011)…eir having meant the same thing. Gendzier v. Bielecki, 97 So. 2d 604, 608 (Fla.1957). For acceptance of an offer to bind the maker of the offer, it “must be absolute, unconditional, and identical with the terms of the offer.” Montgomery v. English, 902 So. 2d 836, 837 (Fla. 5th DCA 2005) (citing Sullivan v. Econ. Research Props., 455 So. 2d 630, 631 (Fla. 5th DCA 1984)). Thus, an acceptance must contain an assent to the essential terms contained in the offer. Giovo v. McDonald, 791 So. 2d 38, 40 (Fla. 2d DCA…
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Eli Villareal v. Eres, 128 So. 3d 93 (Fla. 2d DCA 2013)…offer. See Knowling v. Mana-voglu, 73 So. 3d 301, 303 (Fla. 5th DCA 2011) (“For acceptance of an offer to bind the maker of the offer it ‘must be absolute, unconditional, and identical with the terms of the offer.’ ” (quoting Montgomery v. English, 902 So. 2d 836, 837 (Fla. 5th DCA 2005))). Villareal argues on appeal that even if the subrogation language of the proposed releases could somehow be understood to be a hold harmless/indemnification agreement, this language was meaningless because it is not clear…
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Join FLexlaw to unlock all legal intelligenceAuthorities Cited
- Sullivan v. Econ. Research Props., 455 So. 2d 630 (Fla. 5th DCA 1984)
- Racing Props., L.P. v. L.T. Baldwin, III, 885 So. 2d 881 (Fla. 3d DCA 2004)
- B.S. Holloway v. Gutman, 707 So. 2d 356 (Fla. 5th DCA 1998)