MARISOL AYALA VERA
v.
RENE RICARDO DIAZ TOLEDO
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A preliminary letter expressly stating it was an offer to negotiate and not a binding contract offer, but rather an invitation to reach agreement through a separate signed instrument, constitutes an invitation to negotiate rather than an enforceable contract offer.
[1] A preliminary letter from counsel that expressly disclaims itself as a binding contract offer and states that binding agreement requires only a separate independent writt…
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Join FLexlaw to unlock all legal intelligence“Preliminary negotiations designed to lead to an agreement do not, by themselves, constitute an agreement, as there is no mutuality of obligation or consideration.”
Court citing Spigler v. Se. Pub. Serv. Co., 610 So. 2d 521, 522 (Fla. 3d DCA 1992) to establish the governing legal principle
Marisol Ayala Vera appealed the trial court's final judgment dissolving her marriage to Rene Ricardo Diaz Toledo and enforcing a marital settlement ag…
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MILLER, J.
Appellant, Marisol Ayala Vera, the former wife, appeals from a final judgment dissolving her marriage to appellee, Rene Ricardo Diaz Toledo, the former husband, and enforcing the terms of a marital settlement agreement. The primary issue on appeal is whether a preliminary letter penned by the former husband’s counsel, which conspicuously stated it was “an offer to enter into settlement negotiations” and “not a strict contract offer that [could] comprise a contract upon acceptance,” but instead “an offer to negotiate on the general terms set forth herein which can only be concluded and construed to be a binding agreement upon rendition of a specific independent written instrument signed by both of the parties,” was subject to acceptance and court-ordered enforcement under contractual principles. Putting aside the fact that the purported acceptance did not mirror the proposal, a well-settled body of legal authority compels the conclusion the letter was merely an invitation to negotiate. See Spigler v. Se. Pub. Serv. Co., 610 So. 2d 521, 522 (Fla. 3d DCA 1992) (“Preliminary negotiations designed to lead to an agreement do not, by themselves, constitute an agreement, as there is no mutuality of obligation or consideration.”); Utopia Provider Sys., Inc. v. Pro-Med Clinical Sys., LLC, 196 So. 3d 557, 563 (Fla. 4d DCA 2016) (same); 17A Am. Jur. 2d Contracts § 49 (2023) (“An invitation to enter into negotiations is not an offer . . . .”); Leesburg Cmty. Cancer Ctr.
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- Leesburg Cmty. Cancer Ctr. v. Leesburg Reg'l Med. Ctr., Inc., 972 So. 2d 203 (Fla. 5th DCA 2007)
- Pena v. FOX, 198 So. 3d 61 (Fla. 2d DCA 2015)
- Montgomery v. English, 902 So. 2d 836 (Fla. 5th DCA 2005)
- Knowling v. Emel Manavoglu and Tarkan Manavoglu, 73 So. 3d 301 (Fla. 5th DCA 2011)
- Utopia Provider Sys., Inc. v. Pro-Med Clinical Sys., LLC, 196 So. 3d 557 (Fla. 4th DCA 2016)
- Spigler v. Se. Pub. Serv. Co., 610 So. 2d 521 (Fla. 3d DCA 1992)
- Thomas v. Thomas, 304 So. 3d 819 (Fla. 1st DCA 2020)