SOUTH FLORIDA POOL AND SPA CORP., ETC., ET AL., APPELLANTS/CROSS-APPELLEES,
v.
SHARPE INVESTMENT LAND TRUST NUMBER J, ETC., APPELLEE/CROSS-APPELLANT
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.
South Florida Pool and Spa Corp. appealed a summary judgment evicting it from a commercial lease and the denial of attorney's fees under a proposal for settlement. The Third District affirmed the eviction and the denial of attorney's fees, finding that the proposal for settlement was unenforceable due to ambiguity between the proposal language and the attached general release regarding whether the landlord's attorney's fees claim related to the eviction was included in the settlement offer.
The court affirmed the trial court's denial of attorney's fees, holding that the proposal for settlement was unenforceable because ambiguity existed between the proposal language and the attached general release regarding whether the landlord's attorney's fees associated with the eviction claim were included in the $15,000 settlement offer. The court also affirmed the summary judgment of eviction.
[1] A proposal for settlement is unenforceable if there is an ambiguity between the language of the proposal and the language of an attached release.
[2] Ambiguity in a proposal for settlement affects the offeree's decision-making, rendering the proposal unenforceable.
Previewing 2 of 4 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“it is simply unclear from reading both the proposal language and the language of the attached general release, whether Pool and Spa's $15,000.00 is meant to include Landlord's attorney's fee claim associated with its eviction, or whether the Landlord's fee claim is excepted from Pool and Spa's offer. This lack of clarity creates an ambiguity rendering the proposal unenforceable.”
Establishes the court's holding that the ambiguity between the proposal and release made the settlement proposal unenforceable.
Previewing 1 of 3 key quotes on this case — the court’s exact language, pinpointed for members.
Join FLexlaw to unlock all legal intelligencePool and Spa leased commercial space from Sharpe Investment Land Trust. In January 2010, the landlord sued for eviction based on failure to pay rent a…
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 General Release cases and more on FLexlaw
Appellants, defendants below, South Florida Pool and Spa, Corp. (“Pool and Spa”) and Candido Sanchez, appeal a final summary judgment evicting Pool and Spa from its commercial tenancy in Miami, Florida. Pool and Spa also appeals the trial court’s denial of its motion seeking attorney’s fees pursuant to a proposal for settlement after Pool and Spa prevailed in damages claims brought against Pool and Spa by its landlord Sharpe Investment Land Trust Number J d/b/a Miller Heights Shopping Center (“Landlord”).
Landlord cross-appeals an order of the trial court limiting its eviction claim to Pool and Spa’s alleged non-monetary breaches of the parties’ commercial lease agreement. Without further discussion, we affirm the trial court’s summary judgment of eviction, which renders Landlord’s cross appeal moot. We write only to explain our affirmance of the trial court’s denial of Pool and Spa’s motion seeking attorney’s fees pursuant to its proposal for settlement.
I. Relevant Facts and Procedural Background
Alleging that its tenant had failed to pay monthly rent, Landlord, on January 20, 2010, sued Pool and Spa for eviction, and also sued Sanchez who had executed an unconditional guaranty of Pool and Spa’s lease obligations. During the pendency of the case, a fire erupted in Pool and Spa’s leased premises in February of 2010. Landlord filed an amended complaint, adding an eviction count based on Pool and Spa’s failure to maintain insurance as required by the lease. The amended complaint also included damages claims based on Pool and Spa’s alleged lease breaches, and a negligence count against both defendants seeking damages resulting from the fire. Landlord pled entitlement to attorney’s fees in each count.
Having already decided to sever Landlord’s eviction claims from its damages claims, the trial court, in November of 2010, entered a summary judgment of eviction in Landlord’s favor, determining that Pool and Spa had breached the lease agreement by its failure to procure adequate insurance. Pool and Spa appealed that summary judgment to this Court in case number 3D10-3403.1 During the pendency of that appeal, Pool and Spa served a proposal for settlement on Landlord in January of 2012, pursuant to section 768.79 of the Florida Statutes and accompanying rule 1.442 of the Florida Rules of Civil Procedure. Pool and Spa’s proposal offered $15,000.00 to settle Landlord’s damages claims. The proposal was conditioned upon Landlord executing the general release attached to the proposal. Landlord did not accept the proposal for settlement.
After conducting a trial on Landlord’s damages claims in November of 2014, the trial court entered a final judgment in Pool and Spa’s favor, involuntarily dismissing all of Landlord’s damages claims. Pool and Spa timely moved for fees pursuant to its January 2012 proposal for settlement. The trial court denied Pool and Spa’s motion, determining that Pool and Spa’s proposal “... is invalid because the plain language of the general release waives all claims for legal fees with no carve out for the legal fees relating to the eviction claims.” Pool and Spa brings this appeal challenging the trial court’s denial of its entitlement to fees pursuant to the proposal for settlement.
II. Analysis
Landlord asserts that the general release attached to the proposal pur*303ports to release Pool and Spa from Landlord’s fee claims associated with the eviction, while the language of the actual proposal purports to resolve all claims “with the exclusion of the Eviction Claims.” Landlord argues that this inconsistency creates an ambiguity rendering Pool and Spa’s proposal unenforceable.2 We review de novo a trial court’s determination that a proposal for settlement is unenforceable. Anhloan Tran v. Anvil Iron Works, Inc., 110 So.3d 923, 925 (Fla. 2d DCA 2013).
As mentioned above, the two counts of Landlord’s amended complaint seeking to evict Pool and Spa each contained a claim for fees.3 In the body of Pool and Spa’s proposal, under the heading “Conditions,” the following appears:
Upon acceptance of this Offer/Proposal, Plaintiff ... shall enter into a Stipulation dismissing with prejudice all the pending claims, with the exclusion of the Eviction Claims which are currently pending on appeal, against Defendants ... and shall execute the General Release marked as Exhibit A to this Proposal.
Under the heading “Attorney’s fees” the body of the proposal reads: “This Offer includes attorneys’ fees which are not part of the Negligence claim.”4 The general release attached as exhibit A to Pool and Spa’s proposal, reads in relevant part:
This Release covers any and all claims of the [Landlord] for compensatory damages, whether past, present, or future, and any and all other claims of consequential damages and expenses, including attorney’s fees which have arisen, arise, or which may hereafter arise out of the matters which were alleged in, or could have been alleged in [the case]....
In short, we agree with the trial court that it is simply unclear from reading both the proposal language and the language of the attached general release, whether Pool and Spa’s $15,000.00 is meant to include Landlord’s attorney’s fee claim associated with its eviction, or whether the Landlord’s fee claim is excepted from Pool and Spa’s offer. This lack of clarity creates an ambiguity rendering the proposal unenforceable. Nationwide Mut. Fire Ins. Co. v. Pollinger, 42 So.3d 890, 892 (Fla. 4th DCA 2010) (holding that an ambiguity in the proposal for settlement affected the offeree’s decision-making, therefore, rendering the proposal unenforceable).
We note that, while a stricter compliance with the version of rule 1.442 in effect at the time of the proposal might have helped eliminate some ambiguity,5 as is often the *304case, the release attached to the proposal caused, rather than clarified, confusion and ambiguity. See Stasio v. McManaway, 936 So.2d 676, 679 (Fla. 5th DCA 2006) (discrepancy between settlement proposal and attached release created an ambiguity as to the settlement amount offered by defendant); see also Palm Beach Polo Holdings, Inc. v. Vill. of Wellington, 904 So.2d 652, 653-54 (Fla. 4th DCA 2005) (proposed general release attached to proposal for settlement caused confusion as to whether the release would extinguish claims unrelated to those in the pending action).
No doubt, some courts have encouraged the practice of attaching to the proposal the release that the offeror is requiring.6 When the offeror does include the release as part of the proposal, great care should be taken to ensure that the release precisely and carefully mirrors the terms of the proposal so that no discrepancy between the two documents exists.7
III. Conclusion
We affirm the trial court’s summary judgment evicting Pool and Spa. This holding renders moot Landlord’s cross appeal. We affirm the trial court’s denial of Pool and Spa’s motion for attorney’s fees pursuant to its proposal for settlement.
Affirmed.
Cases With Similar Vibessemantic neighbors from the corpus
Citator
Cited By
-
Sanchez v. Johana Cinque and Voncent Cinque, 238 So. 3d 817 (Fla. 4th DCA 2018)…4 (Fla. 4th DCA 2015) (finding proposal that spelled out $100,000 in words but also referred to $50,000 in numerals contained patent ambiguity). The defendant’s reliance on South Florida Pool & Spa Corp. v. Sharpe Investment Land Trust Number J, 207 So. 3d 301, 304 (Fla. 3d DCA 2016), is also misplaced because in that case an ambiguity between the proposal and the release made it unclear what claims the offer was meant to include. Here, in contrast, the proposal and release made clear which claims th…
-
Dowd v. GEICO Gen. Ins. Co., 221 So. 3d 772 (Fla. 3d DCA 2017)…A discrepancy between a limited proposal of settlement and a much broader release, as in this case, creates the type of ambiguity that runs afoul of the particularity requirement in the Rule. See S. Fla. Pool and Spa Corp. v. Sharpe Inv. Land Tr., 207 So. 3d 301, 303 (Fla. 3d DCA 2016) (holding that where it was unclear when reading a proposal for settlement in tandem with its accompanying release whether a claim for fees was included or excluded from the settlement, the “lack of clarity creates an ambiguit…
-
Ames v. Palm Bay Yacht Club Condo. Ass'n, Inc. (Fla. 3d DCA 2026)
Authorities Cited
- Palm Beach Polo Holdings, Inc. v. The Vill. OF Wellington, 904 So. 2d 652 (Fla. 4th DCA 2005)
- Nationwide Mut. Fire Ins. Co. v. Pollinger, 42 So. 3d 890 (Fla. 4th DCA 2010)
- Stasio v. McMANAWAY, 936 So. 2d 676 (Fla. 5th DCA 2006)
- Anhloan Tran v. Anvil Iron Works, Inc., 110 So. 3d 923 (Fla. 2d DCA 2013)
- Lyons v. Tanois Chamoun, 96 So. 3d 456 (Fla. 4th DCA 2012)
- Russell Post Props., Inc. v. Leaders Bank, 159 So. 3d 348 (Fla. 3d DCA 2015)