Thompson, the Fourth DCA reversed a trial court order enforcing a pre-suit settlement,
finding that there was not a meeting of the minds between the parties
as to every essential element. The plaintiff's son was involved in
an automobile accident that resulted in his death. On Febraury 9, 2011,
the plaintiff, as personal representative, sent a demand letter to GEICO
insurance company. In the demand letter, the plaintiff made a settlement
offer enumerating four conditions for acceptance. On March 4, 2011, GEICO
responded to the demand letter. GEICO's responsive letter mirrored
the four settlement conditions, but went on to enclose a release of "all
claims, as to my clients and GEICO's insureds, Christice Guillaume
and Patricia Guillaume, upon which this demand and acceptance is conditioned
which is appropriate pursuant to
Maldonado v. First Liberty Insurance Corporation." GEICO stated that it would appreciate receipt of the executed release
prior to disbursement of the proceeds of the settlement. The Fourth DCA
noted that the release contained comprehensive indemnification language.
The plaintiff argued that GEICO's responsive letter did not constitute
an acceptance of the demand letter, because it sought to release Patricia
Guillaume, a non-party at the time and a non-insured under the policy.
The plaintiff additionally argued that the release contained indemnification
that was objectionable.
The court noted that the to be enforceable, a settlement agreement must
be sufficiently specific and mutually agreeable as to every essential
element. "Generally, the acceptance of an offer which results in
a contract must be absolute and unconditional, identical with the terms
of the offer, and in the mode, at the place, and within the time expressly
or impliedly stated within the offer." Therefore, acceptance of an
offer must contain an assent to the same matters contained in the offer.
The Fourth DCA noted that it had previously held that indemnification
language is a crucial term, and where the language of a release is disputed
and the parties fail to reach an agreement as to the character, nature
or type of release to be used, an essential element of the agreement is
not established. While a release may be implicit in an offer of settlement,
an agreement as to the character, nature or type of release to be used
is an essential element of the agreement.
The Fourth DCA found that the plaintiff's offer did not contain any
indemnification language, and instead enumerated a closed list of conditions,
complete performance of each and every one of which would constitute acceptance
by GEICO and the defendants. GEICO, however, conditioned its acceptance
upon execution of a release that introduced broad indemnification language,
which thereby injected a new essential element of the agreement into the
pre-suit negotiations. As such, GEICO's responsive letter was not
a valid acceptance, but rather a counteroffer. Therefore, no agreement
had been reached.