Summary by Tiffany Heggendorn
On October 20, 2022, the Supreme Court of Florida considered whether a binding settlement
agreement was formed when the defendant in a tort action filed a written notice accepting an
offer of settlement made by the plaintiff based on Florida’s offer of judgment and demand for
judgment statute. The Supreme Court ruled that there is no basis to support the Second District’s
conclusion that a settlement contract could only be formed by performance or that Suarez
Trucking’s acceptance was otherwise defective. The Supreme Court quashed the decision on
review and approved the conflict decision made by another appellate court.
The case arises out of the following set of facts. On February 25, 2015, plaintiff Adam Souders
made an offer of settlement which provided that the defendant pays $500,000.00 to the plaintiff
within ten (10) days from the date of acceptance, pursuant to Florida Statutes 768.79 and Florida
Rule 1.442. On March 26, 2015, in response to the offer, Suarez Trucking filed a notice of
acceptance. Suarez Trucking tendered a settlement check with the worker’s compensation carrier
named as payee.
The Second District Court of Appeal affirmed the trial court’s order denying Suarez Trucking’s
motion to enforce the settlement agreement, holding that the written notice of acceptance was not
sufficient to form a binding contract because the acceptance did not recite back the terms of the
offer and the offer could only be accepted by performance. This decision was in express and
direct conflict with the decision of the Fourth District Court of Appeal in Cirrus Design Corp., v.
Sasso, 95 So. 3d 308, 312 (Fla. 4th DCA 2012), which held that the filed acceptance under the
offer of judgment and demand for judgment statute resulted in the formation of a substituted
agreement and that performance was not necessary to the formation of the settlement contract.
Section 768.79(4) provides that “an offer shall be accepted by filing a written acceptance with
the court within 30 days after service. Upon filing of both the offer and acceptance, the court has
full jurisdiction to enforce the settlement agreement.” In addition, the Florida Rule of Civil
Procedure 1.442(f)(1), states that “[n]o oral communications shall constitute an acceptance,
rejection, or counteroffer.” All that remains once a proper acceptance is filed as specified in the
statute, is for performance of the settlement terms to be carried out. There must be an objective
manifestation by both parties of assent to the same terms. If a promise is requested, that promise
must be made absolutely and unqualifiedly.
The Supreme Court held that the promise made by Suarez Trucking in the filed notice of
acceptance was made absolutely and unqualifiedly and Suarez Trucking agreed to make
precisely the promise requested. It was of no consequence that the precise words of the requested
promise were not recited back. The filed acceptance constituted a positive and unqualified assent
to the proposal of settlement. Additionally, the settlement offer made a clear distinction between
acceptance and performance rather than equating acceptance with performance.
Justice Canady concurred, holding that it was doubtful that any breach of the settlement
agreement occurred. Justice Labarga dissented. He concluded that while the Second District
improperly applied the mirror image rule, the parties’ failure to reach a meeting of the minds as
to the tendered settlement check rendered the settlement agreement unenforceable.