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Omni Healthcare Inc. v. Health First, Inc.

United States District Court, M.D. Florida, Orlando Division

August 24, 2017

OMNI HEALTHCARE INC.; INTERVENTIONAL SPINE INSTITUTE OF FLORIDA; CRAIG DELIGDISH; C. HAMILTON BOONE, PA; BRIAN DOWDELL; RICHARD GAYLES; STAN GOLOVAC; LANCE GRENEVICKI; ALEKSANDER KOMAR; SCOTT SEMINER; INSTITUTE OF FACIAL SURGERY INC.; THE PAIN INSTITUTE INC., and PHYSICIAN ASSISTANT SERVICES OF FLORIDA, LLC, Plaintiffs,
v.
HEALTH FIRST, INC.; HOLMES REGIONAL MEDICAL CENTER, INC.; HEALTH FIRST PHYSICIANS, INC.; HEALTH FIRST HEALTH PLANS, INC.; MICHAEL D. MEANS; and JERRY SENNE, Defendants.

          ORDER

          ROY B. DALTON JR., UNITED STATES DISTRICT JUDGE.

         As the old-and equally vexatious-children's song goes, this action has become “the song that never ends.”[1] Though it was purportedly settled at the outset of a three-week trial last August (see Doc. 326), it has gone on and on due to infinite disagreements and continuous motions-namely between two groups of Plaintiffs.[2] As a result, all settlement proceeds remained in escrow until a recent Order disbursing undisputed amounts. (Doc. 386 (“Disbursement Order”).)

         But before the Disbursement Order issued, it appears that at least one of the Omni Plaintiffs had had enough. On April 3, 2017, Plaintiff Craig Deligdish, M.D. (“Dr. Deligdish”), took it upon himself to offer the Boone Plaintiffs $375, 000 to settle their disputes before the Undersigned ruled on the then-pending motions for attorney fees (see Doc. 374), sanctions (Doc. 355), and disbursement (Doc. 380) (“Offer”). (See Doc. 390-1, p. 1.) The Boone Plaintiffs accepted the Offer the following day. (Id. at 2.) However, in what has become an all-to-common occurrence, discussions imploded after attempts to reduce the agreement to a formalized written document resulted in the introduction of material modifications upon which the Omni and Boone Plaintiffs could not agree. (See generally Id. at 1-18.) Accordingly, on April 28, 2017, the Boone Plaintiffs filed a motion to enforce the settlement agreement. (Doc. 390 (“Motion to Enforce”).) The Omni Plaintiffs timely responded (Doc. 391), and, for the reasons set forth below, the Court finds that the Motion to Enforce is due to be granted.

         I. Motion to Enforce Settlement Agreement

         A. Legal Standards

         1. Judicial Enforcement of Settlement Agreements

         Federal district courts have the inherent power to summarily enforce settlement agreements entered into by litigants in a pending case. See Kent v. Baker, 815 F.2d 1395, 1400 (11th Cir. 1987). “In Florida, settlement agreements are favored as an efficient way to settle disputes and as a means to conserve judicial resources[, ]” and “[c]ourts will enforce them when it is possible to do so.” BP Prods. N. Am., Inc. v. Oakridge at Winegard, Inc., 469 F.Supp.2d 1128, 1133 (M.D. Fla. 2007).

         2. Contract Formation

         “A motion to enforce [a] settlement agreement essentially is an action to specifically enforce a contract . . . .” Conte v. Winn Dixie Stores, Inc., No. 3:13-cv-463-MCR-EMT, 2014 WL 4693072, at *2 (N.D. Fla. Sept. 22, 2014). To prove the existence of a contract under Florida law, the propounding party must demonstrate the existence of: (1) an offer; (2) acceptance; (3) consideration; and (4) sufficient specification of the essential terms. Kolodziej v. Mason, 774 F.3d 736, 740 (11th Cir. 2014). An essential, or material, term is “[a] contractual provision dealing with a significant issue such as subject matter, price, payment, quantity, quality, duration, or the work to be done.” Material Term, Black's Law Dictionary (9th ed. 2009). Of course, the essential terms of any given contract may vary depending on the circumstances of the parties' transaction. Giovo v. McDonald, 791 So.2d 38, 40 (Fla. 2d DCA 2001). But, at bottom, they “must include the terms specified in an offer to make a contract.” Id. Therefore, as here, a party seeking to enforce a settlement agreement “has the burden to prove assent by the opposing party and must establish that there was a meeting of the minds or mutual or reciprocal assent to certain definite propositions.” Id. “Under the objective standard of assent, [courts] do not look into the subjective minds of the parties; the law imputes an intention that corresponds with the reasonable meaning of a party's words and acts.” Kolodziej, 774 F.3d at 745.

         “As long as an intent to settle essential elements of the cause can be established, it matters not that the agreement is not fully executed or reduced to writing, as even oral settlements have been fully recognized and approved by the [Florida courts].” Allapattah Servs., Inc. v. Exxon Corp., Nos. 05-21338-CIV, 91-0986-CIV, 2007 WL 7756735, at *2 (S.D. Fla. Sept. 26, 2007). Moreover, “[e]ven though all the details are not definitely fixed, an agreement may be binding if the parties agree on all the essential terms and seriously understand and intend the agreement to be binding on them.” Blackhawk Heating & Plumbing Co., Inc. v. Data Lease Fin. Corp., 302 So.2d 404, 408 (Fla. 1974).

         3. Contract Interpretation

         “Under Florida law, courts must give effect to the plain language of contracts when that language is clear and unambiguous.” Arriaga v. Fla. Pac. Farms, L.L.C., 305 F.3d 1228, 1246 (11th Cir. 2002). “This is so because the terms of a contract provide the best evidence of the parties' intent.” Key v. Allstate Ins. Co., 90 F.3d 1546, 1549 (11th Cir. 1996). Thus, “where the language is plain[, ] a court should not create confusion by adding hidden meanings, terms, conditions, or unexpressed intentions.” Id.

         Ambiguity may exist, however, where a contractual term, is subject to reasonable but different interpretations. See Arriaga, 305 F.3d at 1246. “[I]n determining whether a contract is ambiguous, the words should be given their natural, ordinary meaning.” Key, 90 F.3d at 1549. Florida law also provides rules of construction to discern the meaning of ambiguous contracts. Id. at 1246-47. For example, “[t]o construe the contract, one part of an agreement may be resorted to for the explanation of the meaning of the language or another part.” Id. at 1247. Courts may also review evidence extrinsic to the contract to determine the intent of the parties at the time the contract was made. Id. Other rules of construction permit consideration of: (1) the circumstances surrounding the parties at the time of contracting; (2) custom and usage; and (3) public policy concerns. Id. Finally, “[w]hen ambiguity in meaning remains after resort to the ordinary rules of construction, an ambiguous term is to be construed against the drafter.” Id.; see also Key v. Allstate Ins. Co., 90 F.3d 1546 (11th Cir. 1996) (“In general, ambiguities in contracts are construed against their drafters.”).

         B. Analysis

         Upon consideration of the e-mail chain filed in support of the Motion to Enforce, the Court finds that the Boone Plaintiffs have demonstrated the existence of an enforceable contract. Specifically, on April 3, 2017, Dr. Deligdish sent the Boone Plaintiffs an e-mail titled “Settlement Offer-Confidential.” (Doc. 390-1, p. 1 (“April 3 E-mail”).) In its entirety, the April 3 E-mail reads as follows:

It is likely that Judge Dalton will rule on the Motion for Attorneys[‘] Fees, the Sanctions motion[, ] and the motion to compel within the week.
We, the OMNI plaintiffs made an offer to you weeks ago and have yet to receive a response. You continue to be responsible for the Whatley Kallas fees which continue to increase. (see attached statement). Additionally, Cohen Milstein has filed a motion to intervene demanding payment in excess of $1, 471, 000. Based on the most recent distribution statement[, ] the Boone plaintiffs are due in total $375, 000 if you are willing to settle prior to Judge Dalton's order. This would relieve you of the risk of further sanctions, fees, and costs for the work performed by Whatley Kallas dating back to 8/16, the costs of arbitration, the costs related to your non-monetary damages and the responsibility to pay Cohen and Milstein for their charging lien.
Let me or your attorney know if this offer ($375, 000) or the offer made by Whatley Kallas is acceptable to you. Your attorney can communicate with Mike Crosbie directly, who is copied on this email. This offer will be good for 72 ...

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