14 Fla. L. Weekly Supp. 745a
Attorney’s fees — Insurance — Settlement — Error to find there was no enforceable settlement agreement between medical provider and insurer for payment of attorney’s fees to provider’s current and former counsel where there was agreement regarding amount of fees and all that remained to be performed was mere formality of executing releases by both law firms
MERCURY INSURANCE COMPANY OF FLORIDA, Appellant, vs. HYMA MEDICAL CENTER/ Fidel Hernandez Sanchez, Appellee. Circuit Court, 11th Judicial Circuit (Appellate) in and for Dade County. Case Nos. 06-544 AP, 06-545AP. L.C. Case No. 20066015870SP05. May 25, 2007. An appeal from the County Court of Miami-Dade County, Wendell M. Graham, Judge. Counsel: Luisa M. Linares, Cole, Scott & Kissane, P.A., Miami, for Appellant. Jabari Prempeh, II, Barakat, Prempeh & Jacobs, P.L., Miami, for Appellee.
(Before STANFORD BLAKE, LESTER LANGER, and MARK KING LEBAN, JJ.)
(LESTER LANGER, J.) Appellant Mercury Insurance Company of Florida (“Appellant/Mercury”) appeals an order from the lower court denying its Motion to Enforce the Settlement Agreement, following a finding that there had been no agreement for attorneys’ fees among Mercury, Hyma Medical Center, and its attorneys, Barakat, Prempeh & Jacobs, P.L. (Appellee/s”).
Hyma Medical Center, as assignee of plaintiffs’ Fidel Hernandez and Elisabeth Batista’s medical claims for treatment, sued Mercury for payment of claims. Litigation ensued and Hyma initially hired the law firm of Pastor, Andreu, & Montes (“Former Attorneys/Pastor”). Shortly thereafter, the court approved substitution of counsel and the law office of Barakat, Prempeh & Jacobs (“Current Attorneys/Barakat”) was hired. After partial summary judgment was granted in favor of the plaintiffs, Mercury and Barakat agreed to settle the other claims. Negotiations to close out both cases (two plaintiffs) ensued and after agreeing on attorneys fees for a total of $8,500.00, for both cases and both law firms, Mr. Prempeh was unable to obtain a release from the former attorneys. Mercury insisted that without releases from both former and current law firms, it could not settle the case. Barakat tried to have Mercury agree to accept only Barakat’s release because it was now unable to obtain the release from Pastor. Prior to agreeing on a final monetary total, Barakat indicated that it was able to obtain a release also from the former attorneys. This was considered by Mercury in the negotiations. When Barakat was unable to obtain the necessary release from the former attorneys, who were now reneging on its previous agreement to settle both cases for $250.00 each, another disagreement as to the fees ensued. Because there was no agreement, the lower court set the matter for a hearing on the attorney’s fees issue. At the hearing, both former and current attorneys were preliminarily awarded higher fees than those previously negotiated between Mercury and Barakat. As a result, Mercury moved to have the settlement agreement, i.e. the agreement reached through the e-mails, enforced. At the motion hearing to enforce the purported agreement, the lower court heard evidence that Mr. Olivares, a paralegal at the Pastor law firm, told Mr. Prempeh that they would settle both cases for $250.00. However, he also testified, when cross-examined by his boss, that he thought that amount was a misunderstanding.
The lower court found there had been no agreement; therefore, it denied Mercury’s motion to enforce the settlement agreement. We reverse the order finding that there was no enforceable settlement agreement and remand to the lower court to find in favor of Appellant, Mercury.
On appeal from an order denying a motion to enforce a settlement agreement, this Court’s standard of review is de novo. See Sun Microsystems of Cal., Inc. v. Eng’g and Mfg. Sys., C.A., 682 So. 2d 219, 220 (Fla. 3d DCA 1996); see also Florida Power Corp. v. City of Casselberry, 793 So. 2d 1174, 1178 (Fla. 5th DCA 2001) (stating that an appellate court’s review of a trial court’s interpretation of a contract is a matter of law, citing to Royal Oak Landing Homeowner’s Ass’n, Inc. v. Pelletier, 620 So. 2d 786, 788 (Fla. 4th DCA 1993)); see also Leseke v. Nutaro, 567 So. 2d 949 (Fla. 4th DCA 1990) (reiterating that the interpretation or construction of a contract is a matter of law, not one of fact, and an appellate court is not restricted in its ability to interpret a written agreement). Thus, a decision construing a contract presents an issue of law that is subject to review on appeal by the de novo standard of review. See Inter-Active Servs., Inc. v. Heathrow Master Ass’n, Inc., 721 So. 2d 433 (Fla. 5th DCA 1998).
The issue before this Court is whether the lower court was correct in finding that there was no enforceable agreement between Appellant and Appellee. Settlement agreements are governed by the same rules applicable to contract law. See Dorson v. Dorson, 393 So. 2d 632 (Fla. 4th DCA 1981); see Robbie v. City of Miami, 469 So. 2d 1384 (Fla. 1985). Mercury argues that, once the current attorneys offered Mercury and Mercury accepted an offer to settle both cases with both law firms for a total of $8,500, a settlement had been reached. Appellee and current attorneys argue that there was no meeting of the minds insofar as Mercury required as condition precedent the general releases to be signed by both firms in order to settle the claims. Mercury argues that based on the representations of the current attorneys regarding the ability to settle the fees for the former attorneys, their agreement was binding and the releases were merely a formality because the presence of “certain uncertain terms” in settlement agreements do not preclude its enforcement. See Spiegel v. H. Allen Homes, Inc., 834 So. 2d 295, 297 (Fla. 1st DCA 2002). In addition, Mercury states that “a settlement agreement does not have to be in writing, and does not have to definitely fix all the details of the parties’ understanding in order to be enforceable.” See State Farm Mut. Auto. Ins. Co. v. Interamerican Car Rental, 781 So. 2d 500, 502 (Fla. 3d DCA 2001).
Appellee also correctly points out that a meeting of the minds is needed in contract formation, which only occurs when all essential elements have been included in the contract and that Mercury’s insistence upon having both releases signed constituted a condition precedent to the formation of the contract, which was not fulfilled. See Rork v. Las Olas Co., 23 So. 2d 839 (Fla. 1945); South Florida Beaches Aircraft, Inc. v. Air Metal Co., Inc., 349 So. 2d 212 (Fla. 3d DCA 1977).
In two other cases, not discussed by the parties, with similar facts and divergent results, two courts seemed to agree, at least, that the form of the releases and their acceptance or rejection would constitute the deciding factor in determining that an enforceable agreement had occurred. For example, in Bateski By and Through Bateski v. Ransom, 658 So. 2d 630 (Fla. 2d DCA 1995), the Second District Court of Appeal held:
In order to prevail in this matter, it was necessary for the appellee to establish that the parties had mutually agreed that the matter would be concluded upon the tender of the money and the execution of the Bateski’s release form only, or that the appellee had assented to that proposition. The appellee did not carry their burden in this regard. An essential term of the appellants’ proposition concerning settlement was the type of release to be given. The fact that Steven Bateski was a minor at the time of the offer does not control our decision in this matter. It is true that while Steven Bateski was a minor, the giving of a release form of any type would not have allowed the parties to conclude the matter since he and his mother would have had to cooperate in obtaining court approval of the settlement. That was not an essential term of any agreement, however, but was a contingency that did not affect the proposal in this instance. See Robbie, 469 So. 2d at 1385.
The Bateskis offered to accept a tender of State Farm’s policy limits and, in exchange for that tender, to execute a specific release. State Farm subsequently offered the policy limits upon the receipt of a full release but did not agree upon using the release originally proposed by the Bateskis. If the parties had mutually agreed to settle this matter upon the execution of a certain type of release and the settlement was not completed because of the form of the release only, we would affirm the trial court on the authority of Dania Jai-Alai Palace, Inc. v. Sykes, 495 So. 2d 859 (Fla. 4th DCA 1986). In Dania, the court enforced an agreement where the parties agreed to settle an action for $6000. The parties agreed that they would exchange mutual releases that did not objectively prejudice either party. The court held that it was established that the parties had agreed to settle the matter and give mutual general releases. The court concluded that the form of the release was incidental to the agreement. In this case, however, the parties never agreed upon, nor expressed an agreement as to the character, nature, or type of release to be used. The appellees, accordingly, did not establish an essential element of the agreement and the trial court erred by granting the appellees’ motion to enforce the settlement. Gaines v. Nortrust Realty Management, Inc., 422 So. 2d 1037 (Fla. 3d DCA 1982).
Bateski, 658 So. 2d at 632 (emphasis supplied).
Here, it appears that, like in Dania Jai-Alai Palace, Inc. v. Sykes, 495 So. 2d 859 (Fla. 4th DCA 1986), cited in Bateski, there was a clear agreement regarding the exact amount of money of attorneys’ fees and all that was left was the execution of the releases. Mercury insisted in obtaining releases from both firms, which the current attorneys agreed to do. This type of negotiation was neither a counter-offer nor a condition precedent. Id. at 862. We are persuaded that the type of releases to be exchanged between Mercury and the current attorneys were the type that would not prejudice either party. In fact, throughout the e-mail exchange during negotiations for the attorneys’ fees, the parties never raised any concerns regarding the type of releases to be executed nor disagreement with any essential term in the releases. The releases were a mere formality to follow the previous medical claims’ settlement and the agreement on the attorneys’ fees. For example, Barakat’s attorney, Mr. Prempeh, told Mercury’s attorney in one of the e-mails: “Luis, $8,500.00 is right. Our tax I.D. # is 20-3994898. Please forward any necessary releases to my attention and I will get them back to you a.s.a.p. Thanks Luis! jp.” (emphasis added). Later, when the releases were forwarded from Mercury to Barakat, Mr. Prempeh indicated that he was ready to close the files but was unable to obtain the release from the former attorneys because they appeared to be reneging on their prior agreement to close both cases. R1. 125-126, R2. 115-116. The fact that Mr. Prempeh was ready to close the cases further indicates that the releases were a mere formality. Otherwise, new negotiations regarding the terms of the releases would have ensued; therefore, the releases were a simple administrative follow up.
Accordingly, the appealed order is REVERSED and REMANDED to the trial court to enter judgment in favor of Mercury and enforce the settlement agreement.
Each party shall bear its own appellate attorneys’ fees. (STANFORD BLAKE, MARK KING LEBAN, JJ., concur.)
