AINSLEY MUNROE, APPELLANT,
v.
U.S. FOOD SERVICE AND ACE AMERICAN INSURANCE, APPELLEES
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Ainsley Munroe appeals an order enforcing a settlement agreement from workers' compensation mediation. The court held that the mediation settlement agreement was not a binding contract because it was expressly contingent on employer/carrier approval, making it merely an unaccepted offer that Munroe could revoke before acceptance.
The court held that the mediation settlement agreement was not a completed binding contract because it expressly conditioned contractual effectiveness on employer/carrier approval, making it merely an unaccepted offer. Munroe was permitted to revoke the offer before acceptance by the E/C, and the carrier's later claim of settlement authority could not retroactively bind a contract that had already been revoked.
[1] A document conditioning contractual effectiveness upon subsequent approval by one of the parties constitutes an unaccepted offer, not a binding contract.
[2] A settlement agreement is interpreted under contract law, and its validity is a question of law subject to de novo review.
Previewing 2 of 6 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“Conditioning a contract upon approval by one of the parties shows that a binding contract has not yet been formed.”
Establishes the controlling legal principle that express conditioning on approval prevents contract formation
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Join FLexlaw to unlock all legal intelligenceMunroe was injured at work on April 11, 2006. Following mediation, a Mediation Settlement Agreement Report was signed by Munroe, his attorney, and the…
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PER CURIAM.
Claimant Ainsley Munroe appeals from an order enforcing a settlement agreement with the employer, U.S. Food Service, and carrier, Ace American Insurance (the E/C). We conclude that the document at issue was not a completed settlement agreement, and reverse.
Munroe was injured at work on April 11, 2006. Claimant and the E/C entered into mediation, and the mediator issued the following Mediation Settlement Agreement Report:
Contingent upon employer/carrier approval, the parties agree to a total settlement of $30,000, out of which claimant will pay attorney fees + costs of $5000. Claimant will net $25,000. E/C has 20 days for the contingency. If e/c does not approve of $30,000, claimant has option of accepting $25,000 total with $5000 to attorney 4-therefore [$]20,000 to claimant net.
Claimant agrees to sign a General Release + Voluntary Resignation.
E/C agrees to authorize physical therapy until Judge signs order. (Emphasis added.) It was signed by Mun-roe, his attorney, and the E/C’s attorney. Munroe retained a new lawyer who sent a letter to the E/C two days later stating that Munroe had opted out of the mediation agreement. The carrier replied eleven days later that the E/C had obtained “$30,000.00 in settlement authority,” thus satisfying the contingency in the settlement agreement, and asserted that “the agreement is enforceable as the contingency was not mutual.”
The judge of compensation claims granted the E/C’s motion to enforce, concluding as a matter of law that the parties had entered into a binding agreement.
Interpretation of settlement agreements is governed by contract law, and whether an agreement constitutes a valid contract is a matter of law subject to de novo review. See Gunderson v. Sch. Dist. of Hillsborough County, 937 So. 2d 777, 779 (Fla. 1st DCA 2006). Conditioning a contract upon approval by one of the parties shows that a binding contract has not yet been formed. See Meekins-Bamman Prestress, Inc. v. Better Constr., Inc., 408 So. 2d 1071, 1073 (Fla. 3d DCA 1982) (“It is universally held that a document ... which specifically conditions the contractual effectiveness of a proposal by a projected seller upon its own subsequent approval, constitutes no more than a solicitation to the prospective purchaser to make an offer itself.”); Rudolph v. Lewis, 418 So. 2d 296, 297 (Fla. 2d DCA 1982) (“An acceptance clause specifically limits the authority of an agent and reduces an agreement to the status of an unaccepted offer.... Only when the agent’s principal accepts the offer does a contract arise.”).
Section 440.25(3)(b), Florida Statutes (2006), provides, in part: “In the event both parties agree, the results of the mediation conference shall be binding and neither party shall have a right to appeal the results.” The mediation report expressly provided that both parties had not yet agreed. Because counsel for the E/C attended mediation without full authority to settle,1 we read the agreement in the case at bar as an offer by Munroe to settle for $30,000, to which counsel for the E/C provisionally agreed, pending actual acceptance of the offer by the E/C. Munroe was permitted to revoke the offer before it was accepted. See, e.g., Gibson v. Courtois, 539 So. 2d 459, 460 (Fla.1989).
REVERSED and REMANDED for proceedings consistent with this opinion.
BARFIELD, VAN NORTWICK, and PADOVANO, JJ., concur. . Florida Administrative Code rule 60Q-6.110(5) states that mediation shall be attended by the claimant; the carrier’s claims representative, who “must have full authority to settle the issues”; the employer, if the employer/servicing agent does not have full authority to settle the issues; and the parties’ attorneys. The rule expressly provides: “The appearance of an attorney for a party does not dispense with the required attendance of the party.” Subsection 60Q-6.110(6) provides: “Failure to attend the mediation conference without having shown good cause or failure to appear at the mediation conference with full authority to resolve the issues may subject the party or the attorney to sanctions.”
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Ferreira v. Home Depot/Sedgwick CMS, 12 So. 3d 866 (Fla. 1st DCA 2009)…espect to a JCC’s interpretation of a written settlement agreement is de novo. Klatt v. Wal-Mart Stores, Inc., 913 So. 2d 79, 80 (Fla. 1st DCA 2005). Interpretation of settlement agreements is governed by contract law. See Munroe v. U.S. Food Serv., 985 So. 2d 654, 655 (Fla. 1st DCA 2008). Contracts are to be construed in accordance with the plain meaning of the words contained therein, and it is never the role of a trial court to rewrite a contract to make it more reasonable for one of the parties. See Churc…
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Richardson v. Knight, 197 So. 3d 143 (Fla. 4th DCA 2016)…its terms, we reverse. “[Wjhether an agreement constitutes a valid contract is a matter of law subject to de novo review.” Bonagura v. Home Depot, 991 So. 2d 902, 904 (Fla. 1st DCA 2008) (alteration in original) (quoting Munroe v. U.S. Food Serv., 985 So. 2d 654, 655 (Fla. 1st DCA 2008)). In its final judgment, the trial court included the preamble that it had “reviewed the file in this cause, the [MSA] entered into by the parties ... [and had] taken sworn testimony of the parties.” It is clear from the tr…
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Bonagura v. Home Depot and Sedgwick, 991 So. 2d 902 (Fla. 1st DCA 2008)…e governed by the law of contracts.” Nichols v. Hartford Ins. Co. of the Midwest, 834 So. 2d 217, 219 (Fla. 1st DCA 2002). “[W]hether an agreement constitutes a valid contract is a matter of law subject to de novo review.” Munroe v. U.S. Food Serv., 985 So. 2d 654 (Fla. 1st DCA 2008). Applying the law of contracts, the JCC, as the fact-finder, had to deter [*905] mine whether a valid, binding settlement agreement was reached. See id. Having done so, the JCC also had to determine what were the terms of the set…
Previewing 3 of 8 citing cases — full citator treatment, depth of discussion, and citing context are member features.
Join FLexlaw to unlock all legal intelligenceAuthorities Cited
- Gibson v. Garth Courtois and Sally Courtois, 539 So. 2d 459 (Fla. 1989)
- Tammy Gunderson for The Estate of Alan Gunderson v. Sch. Dist. OF Hillsborough Cnty. & Broadspire fka CNA Claims Plus, 937 So. 2d 777 (Fla. 1st DCA 2006)
- Meekins-Bamman Prestress, Inc. v. Better Constr., Inc., 408 So. 2d 1071 (Fla. 3d DCA 1982)
- Rudolph v. Lewis, 418 So. 2d 296 (Fla. 2d DCA 1982)