Contracts and Settlement Flavors

CONTRACTS: Enforcing Settlement Agreements 12-5-08


Parties can enter into a binding settlement agreement without both parties formally signing the same document. See Edgewater Beach Corp. v. Sugarman, 153 Fla. 555, 15 So. 2d 260 (1943) (Several writings, such as letters or telegrams, constitute a valid and binding written contract when they evidence a complete meeting of the minds of the parties and an agreement upon the terms and conditions of the contract.); Rank v. Sullivan, 132 So. 2d 32, 36 (Fla. 2d DCA 1961) (holding statement in will of person being charged constituted a sufficient memorandum to satisfy statute of frauds); Heffernan v. Keith, 127 So. 2d 903, 904 (Fla. 3d DCA 1961) (finding that telegram constitutes note or memorandum confirming prior agreement); Maas Bros., Inc. v. Dickinson, 195 So. 2d 193 (Fla. 1967) (same).

This is patent. Settlement agreements are contractual in nature and are, therefore, interpreted and governed by contract law. Barone v. Rogers, 930 So. 2d 761, 763-64 (Fla. 4th DCA 2006); Cadle Co. v. Schecter, 602 So. 2d 984, 985 (Fla. 3d DCA 1992). Construction of contractual terms is a question of law, which the Courts review de novo, where “the language is clear and unambiguous and free of conflicting inferences.” Miller v. Kase, 789 So. 2d 1095, 1097 (Fla. 4th DCA 2001); see also Gray v. D & J Indus. Inc., 875 So. 2d 683, 683 (Fla. 3d DCA 2004) (“The construction of a contract is a question of law for the courts to determine where the language used in the written contract is clear, unambiguous, and susceptible to only one interpretation.”). Where the contractual language is clear and unambiguous, “courts may not indulge in construction or modification and the express terms of the settlement agreement control.” Sec. Ins. Co. of Hartford v. Puig, 728 So. 2d 292, 294 (Fla. 3d DCA 1999).

An enforceable written agreement may take almost any possible form. See Bader Bros. Transfer & Storage, Inc. v. Campbell, 299 So. 2d 114, 115 (Fla. 3d DCA 1974) (holding settlement sheets were sufficient to constitute memorandum under statute of frauds); Rank v. Sullivan, 132 So. 2d 32, 36 (Fla. 2d DCA 1961) (holding statement in will of person being charged constituted a sufficient memorandum to satisfy statute of frauds); Heffernan v. Keith, 127 So. 2d 903, 904 (Fla. 3d DCA 1961) (finding that telegram constitutes note or memorandum confirming prior agreement). Several writings— (1) emails from one part, with email “signature” and (2) along with corresponding emails will be aggregated to find an enforceable agreement, as long as the signed writing expressly or implicitly refers to the partially or unsigned document. Kolski v. Kolski, 731 So. 2d 169 (Fla. 3rd DCA 1999).

"[S]everal writings, only one of which is signed by the debtor, may be aggregated to satisfy the statute provided that the signed writing expressly or implicitly refers to the unsigned document." Cook v. Theme Park Ventures, Inc., 633 So. 2d 468, 471 (Fla. 5th DCA 1994); see also Middelthon v. Crowder, 563 So. 2d 94, 95 (Fla. 3d DCA 1990); Rohlfing v. Tomorrow Realty & Auction Co., Inc., 528 So. 2d 463, 465 (Fla. 5th DCA 1988) (holding real estate terms of sale together with buyer's guide and check constituted sufficient writings to satisfy statute). See also Edgewater Beach Corp. v. Sugarman, 153 Fla. 555, 15 So. 2d 260 (1943) (Several writings, such as letters or telegrams, constitute a valid and binding written contract when they evidence a complete meeting of the minds of the parties and an agreement upon the terms and conditions of the contract.); Rank v. Sullivan, 132 So. 2d 32, 36 (Fla. 2d DCA 1961) (holding statement in will of person being charged constituted a sufficient memorandum to satisfy statute of frauds); Heffernan v. Keith, 127 So. 2d 903, 904 (Fla. 3d DCA 1961) (finding that telegram constitutes note or memorandum confirming prior agreement); Maas Bros., Inc. v. Dickinson, 195 So. 2d 193 (Fla. 1967) (same).
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