United States District Court, M.D. Florida, Orlando Division
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,
HEALTH FIRST, INC.; HOLMES REGIONAL MEDICAL CENTER, INC.; HEALTH FIRST PHYSICIANS, INC.; HEALTH FIRST HEALTH PLANS, INC.; MICHAEL D. MEANS; and JERRY SENNE, Defendants.
DALTON JR., UNITED STATES DISTRICT JUDGE.
old-and equally vexatious-children's song goes, this
action has become “the song that never
ends.” 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. As a result, all settlement proceeds
remained in escrow until a recent Order disbursing undisputed
amounts. (Doc. 386 (“Disbursement
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.
Motion to Enforce Settlement Agreement
Judicial Enforcement of Settlement Agreements
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).
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.
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.
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
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.”).
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
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 ...