Fourth District Concludes that Proposal for Settlement was Valid

Alamo Financing, L.P. v. Mazoff, 4D11-3097 (Fla. 4th DCA 2013):

Mazoff filed a lawsuit seeking damages from Alamo Financing and Paola Alvarado-Fernandez. Alamo Financing owned the vehicle rented by Alamo Rental Inc. to Fernandez. Fernandez struck an overturned vehicle, which then struck Mazoff and injured him. Alamo Financing served a proposal for settlement on Mazoff, offering $13,335.00 to resolve “all claims made in the present action by the party to whom this proposal is made including any claims that could be made against Defendant ALAMO FINANCING, L.P., which arise out of the same occurrence or event set forth in this action.” A condition to the proposal stated:

(4) Plaintiff shall execute a general release of the Defendant, ALAMO FINANCING, L.P., in the form general release attached as Exhibit “A”. If no release is attached or Plaintiff objects to the form of the release in Exhibit “A”, then a general release to effectuate a settlement contemplated by Earhardt v. Duff, 729 So. 2d 529 (Fla. 4th DCA 1999).

The general release attached to the proposal for settlement provided that the plaintiff would release Alamo Financing and “their parent corporations, subsidiaries, officers, directors, and employees” from any and all claims. Mazoff did not respond to the proposal for settlement within 30 days and therefore it was deemed rejected. Fla. R. Civ. P. 1.442(f)(1).

The trial court ultimately entered final judgment in favor of Alamo Financing. Alamo Financing moved for attorney’s fees and costs based upon the proposal for settlement that Mazoff had rejected. At the hearing on the motion, Mazoff’s counsel argued to the court that a separate entity called Alamo Rental had rented the vehicle to the driver. Mazoff’s counsel suggested that “had we accepted this proposal, we would have released Alamo Rental . . . .” Defense counsel stated that Alamo Rental was an affiliate of Alamo Financing, but was not a subsidiary. The trial court entered a written order denying Alamo Financing’s motion for attorney’s fees, finding the proposed release, which included language releasing parent corporations and subsidiaries, “may have extinguished” the plaintiff’s claim against Alamo Rental.

The Fourth District reasoned that the trial court erred in denying the motion for attorney’s fees because the reference to subsidiaries in the general release attached to the proposal for settlement did not render the proposal ambiguous. The requirements for a valid proposal for settlement are set forth in §768.79, Florida Statutes, and Florida Rule of Civil Procedure 1.442. The proposal for settlement was sufficiently clear and definite to allow the plaintiff to make an informed decision without needing clarification. Mazoff’s interpretation of the proposal for settlement ignored the principle that the intention of the parties must be determined from an examination of the entire contract and not from separate phrases or paragraphs. When the proposal for settlement is read as a whole, giving effect to all provisions therein without reading any one provision in isolation, it is clear that the proposal was not an undifferentiated joint offer.