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Cruz v. Green

United States District Court, S.D. Florida

June 28, 2019

ZACHARY CRUZ, Plaintiff,
v.
CAPTAIN SHEREA GREEN, et al., Defendants.

          ORDER

          ROY K. ALTMAN UNITED STATES DISTRICT JUDGE

         THIS MATTER came before the Court on the Defendant's Motion to Enforce Settlement (the “Motion”) [ECF No. 124], filed on May 10, 2019. The Plaintiff filed a Cross-Motion to Enforce the Settlement (the “Response”) [ECF No. 126] on May 14, 2019. And the matter became ripe on May 21, 2019, when the Defendant filed her reply (the “Reply”) [ECF No. 129]. The Court held a hearing on June 11, 2019, at which the parties presented their oral arguments [ECF No. 132].

         Background

         The motions arise from a settlement offer the Defendant made to the Plaintiff on April 1, 2019. See Mot. Ex. A (the “Offer”) [ECF No. 124-1]. That Offer-drafted by the Defendant- attempted to resolve the Plaintiff's claims in exchange for a $3, 000 payment. The parties' dispute concerns which claims the settlement ultimately resolved.

         On April 7, 2019, the Plaintiff “accepted” the Defendant's offer by emailing the Defendant his “Acceptance of Offer.” See Mot. Ex. B (the “Acceptance”) [ECF No. 124-2]. According to the Defendant, this “acceptance” resulted in a valid contract, which settled all claims against the Defendant, Captain Sherea Green, along with any claims that could have been brought against the Sheriff and the Sheriff's employees. See generally Mot. For his part, the Plaintiff agrees that his “acceptance” resulted in a binding contract, but argues that the agreement settled only his claims against the Defendant, Captain Green. See generally Resp.

         The Offer

          The parties' dispute hinges on the meaning of the following paragraphs from the proposal for settlement:

2. The claims this proposal for Settlement is attempting to resolve are any and all claims made by Plaintiff, Zachary Paul Cruz, against Defendant, Captain Sherea Green, in this action (including punitive damages and costs and attorney's fees), or which could have been made by Plaintiff against the Sheriff or his employees related to the events included in the instant lawsuit.
4. The particular and relevant conditions of the Proposal are that, if accepted by the Plaintiff, within the time allowed by law, Defendant will pay the proposed settlement to Plaintiff within thirty (30) days from the date of the entry of judgment under Rule 54 of the Federal Rules of Civil Procedure, as well as providing Defendant with an executed release of all claims (including claims for punitive damages, costs, interest and attorney's fees) against Defendant.
5. The total amount of the Proposal for Settlement is THREE THOUSAND DOLLARS ($3, 000). There are no non-monetary terms in the Offer, other than those stated in paragraph 4 above regarding the entry of judgment dismissing Plaintiff's claims against Defendant, Captain Sherea Green and Release.

Offer ¶¶ 2-5.

         The Defendant argues that paragraph 2-and, specifically, its second clause-releases all claims against both (1) the Defendant and (2) the Sheriff and his employees. See Mot. at 4. The Plaintiff responds that paragraph 2 is, for two reasons, not an essential term of the agreement. First, the Plaintiff says that, because the clause includes the word “attempting, ” it is merely a precatory statement of aspiration and thus imposed no duties on the Plaintiff. See Resp. at 4. Second, the Plaintiff notes that paragraph 5 specifically delimits the scope of the Plaintiff's obligations to the non-monetary terms listed in paragraph 4; and those terms, the Plaintiff points out, do not include the limitations set out in paragraph 2. Id. at 5.

         In her Reply, the Defendant suggests, for the first time, that, if the Court should disagree with her interpretation of the contract, the Court should find, not that the Plaintiff's exegesis is correct, but that the contract is unenforceable-unenforceable, she says, for lack of mutual assent. See Reply at 3. At oral argument, the Defendant added-again for the first time-that, if the Court were inclined to reject her position, then the only natural inference would be that she entered into the agreement by way of unilateral mistake. But, unfortunately for the Defendant, arguments raised for the first time in reply (or at oral argument) are waived. See Guy Roofing, Inc. v. Angel Enterprises, LLC, No. 17-14081-CIV-ROSENBERG, 2017 WL 8890873, at *3 (S.D. Fla. Sept. 6, 2017) (citing In re Egidi, 571 F.3d 1156, 1163 (11th Cir. 2009)).

         To prove the existence of a contract, a party must establish the following four elements: “(1) offer; (2) acceptance; (3) consideration; and (4) sufficient specification of the essential terms.” Vega v. T-Mobile USA, Inc., 564 F.3d 1256, 1272 (11th Cir. 2009) (citing St. Joe Corp. v. McIver, 875 So.2d 375, 381 (Fla. 2004)). Under Florida law, which governs this dispute, a court must interpret a contract in accordance with its plain and ordinary meaning when the terms of that contract are clear and unambiguous. See Rigel v. Nat'l Casualty Co., 76 So.2d 285, 286 (Fla. 1954). As the Florida Supreme Court has said-and as the Eleventh Circuit has oft-repeated-the words of a contract provide the best evidence of the parties' intent. See Key v. Allstate Ins. Co., 90 F.3d 1546, 1548-49 (11th Cir. 1996) (citing McGhee Interests, Inc. v. Alexander Nat'l Bank, 102 Fla. 140, 135 (Fla. 1931)). In determining whether any ambiguity exists in a contract, a court should give the words their natural and ordinary meaning. Emergency Assoc. v. Sassano, 664 So.2d 1000, 1003 (Fla. 2d DCA 1995). Notably, an ambiguity does not exist merely because the contract requires interpretation. See Key, 90 F.3d at 1549 (citation omitted).

         The Defendant's Offer here was clear and unambiguous: it proposed settling only the claims the Plaintiff had brought against the Defendant, Captain Green, in exchange for a payment of $3, 000. On this point, paragraphs 4 and 5 are pellucid: “The particular and relevant conditions of the Proposal are that . . . Defendant will pay the proposed settlement to Plaintiff, ” and the Plaintiff will provide “Defendant with an executed release of all claims (including claims for punitive damages, costs, interest and attorney's fees) against Defendant.” Offer ¶ 4. “There are no non-monetary terms in the Offer, other than those stated in paragraph 4 above regarding the entry of judgment dismissing Plaintiff's claims against Defendant, Captain Green and Release.” Id. ¶ 5. The word “Defendant”-singular-is used four times over the course of these two paragraphs, and neither paragraph makes any mention of any other “Defendants.” More importantly, the Offer several times defines the word “Defendant”-again, singular-as referring to “Captain Sherea Green.” Id. ¶¶ 1, 3, 5. The word never refers to anyone else. In fact, the entire agreement, save for one clause in one sentence, implicates only the settlement of claims against a single “Defendant.” See Offer ¶ 1 (“This is a Proposal for Settlement by Defendant, CAPTAIN SHEREA GREEN . . . .”); id. ¶ 3 (“Plaintiff's acceptance of this offer shall affect[sic] an entry of judgment . . . dismissing with prejudice all of Plaintiff's claims against Defendant, CAPTAIN SHEREA GREEN.”); id. ¶ 4 (describing release as an “executed release of all claims (including claims for punitive damages, costs, interest and attorney's fees) against Defendant.”); id. ¶ 5 (“There are no non-monetary terms in the Offer, other than those stated in paragraph 4 above regarding the entry of judgment dismissing Plaintiff's claims against Defendant, Captain Sherea Green and Release.”)

         Only one paragraph-paragraph 2-plausibly refers to claims against someone other than Captain Green. See Offer ¶ 2. That paragraph describes, in general terms, what the proposal was “attempting to” accomplish-namely, to resolve “any and all claims made by [the Plaintiff] against [the Defendant], in this action . . . or which could have been made by ...


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