Jarvis et al v. BMW of North America, LLC

Filing 61

OPINION AND ORDER granting 59 defendant's Sealed Motion to Enforce Settlement Agreement; denying as moot 42 defendant's Motion to Dismiss; denying as moot 44 plaintiffs' Motion to Certify Class. The case is dismissed with prejudice. The Clerk is hereby directed to enter judgment accordingly, terminate all previously scheduled deadlines and pending motions, and close the case. See Opinion and Order for details. Signed by Judge John E. Steele on 3/22/2016. (AMB)

UNITED STATES DISTRICT COURT
MIDDLE DISTRICT OF FLORIDA
FORT MYERS DIVISION
KAREN JARVIS, on behalf of
themselves and all others
similarly
situated
and
MICHAEL JARVIS, on behalf
of
themselves
and
all
others similarly situated,
Plaintiffs,
v.

Case No: 2:14-cv-654-FtM-29CM

BMW OF NORTH AMERICA, LLC,
Defendant.
OPINION AND ORDER
This matter comes before the Court on the Defendant’s Motion
to Enforce Settlement Agreement and Memorandum of Law in Support
Thereof (Doc. #59) filed on January 7, 2016.

The Court ordered

Plaintiffs to respond (Doc. #60) on January 26, 2016.

Plaintiffs

have failed to respond, and the time to do so has expired.
pending

before

the

Court

are

Defendant’s

Motion

to

Also

Dismiss

Plaintiffs’ First Amended Class Action Complaint (Doc. #42) and
Plaintiffs’ Motion for Class Certification (Doc. # 44), filed on
June 9, 2015 and June 23, 2015, respectively.
set

forth

below,

Defendant’s

Agreement is granted.

Motion

to

For the reasons

Enforce

Settlement

I.
Following the purchase of a BMW 2014 MINI Cooper, Plaintiffs
Karen Jarvis and Michael Jarvis (“Plaintiffs”) filed an eightcount Class Action Complaint against Defendant, BWM of North
America, LLC (BMW NA), alleging various claims related to the
purchase of the vehicle.

(Doc. #41.)

Plaintiffs allege that BMW

NA willfully failed to identify overstatements in the vehicle’s
fuel economy and miles per gallon (“MPG”) and that the purchase
of their vehicle came with a guarantee that the car “would get 40
MPG Highway, 29 MPG City, and 33 MPG Combined.”

(Id. at 15.)

Plaintiffs allege that this overstatement led to higher-thanpromised fuel consumption.

(Id. ¶ 2.)

Plaintiffs state that

they purchased the car for a higher price and have incurred higher
fuel costs as a result of BMW NA’s conduct.
Over the course of September and October 2015, Plaintiffs
and

the

Defendant

settlement.
to

discussed

terms

regarding

an

individual

These discussions culminated in BMW NA’s transmittal

Plaintiffs’

counsel

of

a

draft

Confidential

Settlement

Agreement on October 27, 2015. (Doc. #59-1, ¶¶ 2-4.)

After

several email exchanges with revisions to the draft settlement
agreement, on October 29, 2015, Plaintiffs’ counsel acknowledged
that a complete agreement as to all essential terms had been
reached

and

transmitted

a

copy

of

the

final

Settlement Agreement to BMW NA for execution.

- 2 -

Confidential
(Id. ¶¶ 5-6.)

Plaintiffs’

counsel

asked

BMW

NA

to

sign

the

Confidential

Settlement Agreement and advised that he would have Plaintiffs
sign as well.
On

November

12,

2015,

BMW

NA

executed

the

Settlement Agreement and returned it to Plaintiffs.

Confidential
(Id. ¶ 7.)

On November 19, 2015, Plaintiffs’ counsel advised BMW NA that
Plaintiffs refused to sign the Confidential Settlement Agreement.
(Id. ¶ 8.)

BMW NA now moves this Court to enforce the Confidential

Settlement Agreement. (Doc. #59.)
II.
Under federal law, a district court has inherent power to
summarily enforce settlement agreements entered into by parties
in

a

pending

case.

Ford

v.

Citizens

&

S.

Nat’l

Bank,

Cartersville, 928 F.2d 1118, 1121 (11th Cir. 1991) (citation
omitted).

“[S]ettlements are highly favored and will be enforced

whenever possible.”
1385 (Fla. 1985).

Robbie v. City of Miami, 469 So. 2d 1384,

In determining whether to enforce a settlement

agreement, the Court must first determine if the parties entered
into a valid, enforceable settlement agreement.

In re Air Safety

Int’l, L.C., 326 B.R. 883, 888 (Bankr. S.D. Fla.), aff’d in part,
rev’d in part, 336 B.R. 843 (S.D. Fla. 2005).

The party seeking

to compel enforcement of the purported settlement agreement must
demonstrate

that

the

negotiating

attorney

had

clear

and

unequivocal authority to enter into the settlement agreement.

- 3 -

Murchison v. Grand Cypress Hotel-Corp., 13 F.3d 1483, 1485 (11th
Cir. 1994).
In Florida, a settlement agreement is considered to be a
contract and, as such, is governed by the general principles of
Florida contract law regarding both construction and enforcement.
Schwartz v. Fla. Bd. of Regents, 807 F.2d 901, 905 (11th Cir.
1987).

For a valid settlement agreement to exist there must be

an offer, acceptance of that offer, consideration, and a mutual
meeting of the minds on all essential terms.

In re Rolsafe Int’l,

LLC, 477 B.R. 884, 902 (Bankr. M.D. Fla. 2012).

The alleged

agreement must be “sufficiently specific and mutually agreeable
on every essential element.”

Don L. Tullis & Assocs., Inc. v.

Benge, 473 So. 2d 1384, 1386 (Fla. 1st DCA 1985).

“The last act

necessary to complete a contract is the offeree’s communication
of acceptance to the offeror.”

In re Rolsafe Int’l, LLC, 477

B.R. at 901.
If

an

intent

to

settle

the

essential

terms

can

be

established, “it does not matter that the agreement is not fully
executed.”

In re Air Safety Int’l, L.C., 326 B.R. at 888.

In

Florida, settlements may exist and be enforced without being
signed by the parties.

In re Rolsafe Int’l, LLC, 477 B.R. at

903; see also Reed ex rel Reed v. United States, 717 F. Supp.
1511, 1517 (S.D. Fla. 1988) (“All that is required is that the
terms be clear, definite and capable of proof . . . [T]he physical

- 4 -

act of signing a document is a mere formality where the parties
clearly intend to be bound.”).
Florida law is clear that a settlement agreement may be
reached through a series of email exchanges.

In re Rolsafe Int’l,

LLC, 477 B.R. at 902; see also Miles v. Nw. Mut. Life Ins. Co.,
677 F. Supp. 2d 1312 (M.D. Fla. 2009) (the Eleventh Circuit has
likewise held that settlement agreements reached via email are
binding on the parties).

While parties can expressly require

that the terms of their agreement be formally memorialized and
executed by the parties before becoming enforceable, there is no
legal requirement that such agreements be reduced to writing.
re Rolsafe Int’l, LLC, 477 B.R. at 902-03.

In

The physical act of

signing a memorialized document is considered to be “a mere
formality” when the parties have clearly shown an intent to be
bound. Reed, 717 F. Supp. at 1517 (citing Int’l Telemeter Corp.
v. Teleprompter Corp., 592 F.2d 49 (2d Cir. 1979)).
III.
Defendant contends that all of the necessary conditions for
enforcement of the settlement agreement are present.
pp. 4-5.)

(Doc. #59,

The record is clear that Plaintiffs’ attorney had clear

and unequivocal authority to enter into the settlement agreement.
The exchange of emails between the parties serves as evidence of
an expressed offer to settle.

(Doc. # 59-1, pp. 4-12.)

The

series of emails represent an acceptance of the offer and the

- 5 -

memorializing of the terms in the settlement agreement further
signifies that all essential terms were agreed upon.
settlement

agreement

was

read

and

each

party

opportunity to make changes and alterations.
arrived

at

a

mutually

agreeable

form,

was

The drafted
given

the

When the draft

Plaintiffs’

counsel

indicated to BMW NA that Plaintiffs had accepted the terms of the
agreement and intended to be bound by those terms.

Plaintiffs’

counsel asked counsel for BMW NA to “begin the process of obtaining
[his] client’s signature,” and represented that they would do the
same for the Plaintiffs.

(Doc. #59-1, p. 8.)

The series of

emails indicate that all of the essential terms of the settlement
had been agreed upon and represented a communication of acceptance
by the offerees, Plaintiffs, to the offeror, BMW NA.

Thus, the

Plaintiffs’ subsequent attempted revocation was ineffective.

See

Warrior Creek Dev., Inc. v. Cummings, 56 So. 3d 915 (Fla. 2d DCA
2011) (where the trial court found that all essential and material
terms of the settlement were reflected in an email, the subsequent
failure to sign the settlement agreement was not an effective
revocation).
While Plaintiffs did not physically sign the settlement
agreement, there is no legal requirement that the agreement be
memorialized

in

a

formal

document

in

order

for

it

to

be

enforceable.

Absent an expressed intent by the parties that no

binding contract exist until negotiations are reduced to a formal

- 6 -

writing, the lack of a formal document does not negate the
existence of a binding contract.
B.R. at 902-03.

In re Rolsafe Int’l, LLC, 477

Here, there is no evidence to indicate that the

parties did not intend to be bound until the agreement was formally
documented and fully executed.

The Court finds that the exchange

of emails and the acceptance expressed therein by the Plaintiffs
created

a

Accordingly,

binding
the

and

Court

enforceable

grants

settlement

Defendant’s

Motion

agreement.
to

Enforce

Settlement Agreement.
Based upon the settlement agreement, the Defendant’s Motion
to

Dismiss

(Doc.

#42)

and

Plaintiffs’

Motion

for

Class

Certification (Doc. #44) are both moot.
Accordingly, it is hereby
ORDERED:
1.

The Defendant’s Motion to Enforce Settlement Agreement

and Memorandum of Law in Support Thereof (Doc. #59) is GRANTED;
2.

Defendant’s Motion to Dismiss Plaintiff’s First Amended

Class Action Complaint and Incorporated Memorandum of Law in
Support (Doc. #42) is DENIED as moot;
3.

Plaintiffs’ Motion for Class Certification (Doc. #44)

is DENIED as moot;
4.

The

parties

are

bound

by

the

provisions

of

the

Confidential Settlement Agreement and Release, and pursuant to

- 7 -

that agreement the case is DISMISSED with prejudice pursuant to
Fed. R. Civ. P. 41(a)(1)(A)(ii).
5.

The

Clerk

is

hereby

directed

to

enter

judgment

accordingly, terminate all previously scheduled deadlines and
pending motions, and close the case.
DONE and ORDERED at Fort Myers, Florida, this __22nd__ day
of March, 2016.

Copies:
Parties of Record

- 8 -