SDG DADELAND ASSOCIATES, INC.

v.

KENNY ARIAS

Opinion filed January 17, 2024. Not final until disposition of timely filed motion for rehearing.

________________

No. 3D22-2237 Lower Tribunal No. 18-6862

________________

SDG Dadeland Associates, Inc., et al.,

Appellants,

vs.

Kenya Arias,

Appellee. An Appeal from the Circuit Court for Miami-Dade County, Barbara Areces, Judge. Bleakley Bavol Denman & Grace, P.A., and Robert Bleakley, R.G. (Mack) McCormick, Jr., and Richard W. Ervin, IV (Tampa), for appellants. Goldberg & Rosen, P.A., and Judd G. Rosen and Kent Burlington, for appellee. Before FERNANDEZ, SCALES and MILLER, JJ. SCALES, J. Appellants SDG Dadeland Associates, Inc. (“Dadeland”) and Nationwide Janitorial Services, Inc. (“Nationwide Janitorial”) – defendants below in this slip and fall case brought by appellee Kenya Arias, the plaintiff below – appeal a November 28, 2022 final order denying their motion for attorney’s fees under section 768.79 of the Florida Statutes. The trial court denied appellants’ fee motion after concluding that their January 17 and March 6, 2020 joint proposals for settlement were ambiguous. Because appellants’ January 17 joint proposal precisely tracks the requirements of section 768.79 and Florida Rule of Civil Procedure 1.442, and is otherwise unambiguous, we reverse the trial court’s ambiguity determination,¹ determine that the joint proposal is valid, and remand for further proceedings. I. RELEVANT FACTS AND PROCEDURAL BACKGROUND

II. ANALYSIS3

The trial court’s order concluded that appellants’ joint proposal was ambiguous for the proposal’s failure to (i) “provide a timeframe for payment” of the settlement amount once Arias accepted the proposal, and (ii) “state that a judgment would be entered in the amounts offered.” In this appeal, as below, Arias argues further that the joint proposal was ambiguous because, if Arias accepted the proposal, Dadeland would pay none of the $5,000 settlement offer, thus making it (i) unclear whether Arias’s acceptance of the proposal extinguished Arias’s negligence claim against Dadeland, and (ii) an illusory offer that was unenforceable for lack of consideration. We address each argument in turn.

A. Timeframe for Payment of Settlement Amount

B. Entry of Judgment

Citing to Harris v. Tiner, 336 So. 3d 1238 (Fla. 2d DCA 2022), the trial court found that appellants’ joint proposal was invalid because it contained no language providing for the entry of judgment in the settlement amount offered by appellants. It appears, though, that the trial court misconstrued Harris to require a defendant offeror’s proposal to contain language consenting to a judgment being entered against the defendant offeror. Harris concluded plaintiff Tiner’s proposal – that “stated simply that its amount was $100,000” – was “fatally amorphous” because the proposal “did not clearly and definitely set forth terms that would permit [the co-defendants] to make an informed decision without needing clarification.” Id. at 1240-41. Specifically, Tiner’s proposal “did not demand that [the co-defendants] consent to a judgment in that amount, as contemplated in section 768.79(1), nor did it require them to pay that sum . . . nor obligate Tiner to dismiss his claims upon receipt of payment.” Id. at 1240-41. We do not read Harris as requiring a proposal from a defendant offeror to consent to a judgment. Rather, we read the Harris court’s reference to Tiner’s proposal not demanding the co-defendants “consent to a judgment” as merely illustrating the amorphous nature of Tiner’s proposal. Because Tiner’s proposal failed to prescribe, with any specificity, the parties’ obligations, the proposal was invalid for it could not have been accepted without judicial interpretation. Id. at 1241.

Appellants’ joint proposal suffered from no such infirmities. It was crystal clear that, in exchange for a $5,000 settlement payment, Arias must dismiss her entire lawsuit with prejudice. Thus, if Arias had accepted appellants’ proposal and dismissed her lawsuit, no judgment would have been entered and no judicial interpretation would have been required. Because appellants’ joint proposal was not required to contain any language providing for the entry of judgment in the amount of appellants’ joint $5,000 settlement offer, the trial court erred in finding the proposal ambiguous on this basis.

C. $0 Contribution from Dadeland Rule 1.442(c)(3) requires that a joint proposal state the amount and terms attributable to each party.⁴ Consistent with the rule – and the

III. REMAND

We reverse the trial court’s November 28, 2022 fee entitlement order that determined appellants’ January 17, 2020 joint proposal was ambiguous and, therefore, invalid. Further, a trial court must enforce a valid proposal for settlement unless the trial court finds that the offeree has met its evidentiary burden of establishing that the proposal was not made in good faith. See § 768.79(7)(a), Fla. Stat. (2020); Fla. R. Civ. P. 1.442(h)(1); Segundo v. Reid, 20 So. 3d 933, 936-37 (Fla. 3d DCA 2009). Because of its erroneous finding of invalidity, the trial court never reached Arias’s claim in this case that made by a vicariously liable co-defendant – who contributes nothing toward a settlement offer – is valid, while an identical joint proposal made by an indemnified co-defendant – who also contributes nothing toward a joint offer – is automatically invalid. 7 Nothing in this opinion should be construed as generally favoring a $0 proposal for settlement offer. Our holding is that an otherwise valid joint proposal for settlement is not rendered invalid simply because one of the joint offerors is indemnified by the other joint offeror and, by virtue of the indemnity agreement, is not contributing to the joint settlement offer amount. appellants’ joint proposal was not made in good faith. Therefore, on remand the trial court may conduct whatever proceedings it deems appropriate to adjudicate Arias’s claim that appellants made their joint proposal in bad faith.⁸ Reversed and remanded with instructions.