Miller v. U.S. Security Associates, Inc.
ORDER granting in part and denying in part 32 Motion for Reconsideration. Signed by Judge Robin L. Rosenberg on 8/4/2017. (bkd)
UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF FLORIDA
Case No. 9:17-CV-80016-ROSENBERG/BRANNON
U.S. SECURITY ASSOCIATES, INC.,
a/k/a & d/b/a USSA,
ORDER GRANTING IN PART AND DENYING IN
PART PLAINTIFF’S MOTION FOR RECONSIDERATION
This matter is before the Court on Plaintiff’s Motion for Reconsideration and Motion for
Rehearing [DE 32] filed on May 8, 2017. The Motion has been fully briefed. For the reasons set
forth below, the Motion is granted in part and denied in part insofar as (i) the Court’s earlier order
of dismissal is vacated and (ii) this case is dismissed without prejudice due to the Court’s lack of
subject matter jurisdiction over this matter.
The facts before the Court are not complicated. The parties recently engaged in litigation
in two separate cases. The instant case (initiated by Plaintiff) was brought before the undersigned.
The second case (initiated by Defendant) was brought before Judge Bloom in case number
17-CV-60224. While the instant case was pending, the parties reach a settlement agreement in
case 17-CV-60224. That settlement agreement contained a mutual general release. This Court
was informed of the settlement between the parties and was provided a copy of the mutual general
release. Upon notification of the settlement and upon review of the release, the Court closed and
dismissed the instant case.
The Motion before the Court contains two core contentions. The first is that Plaintiff never
consented to the instant case being dismissed and, to the extent the Court dismissed this case upon
the belief that Plaintiff had consented to the same, the Court’s dismissal was in error. The second
core contention is that the mutual general release did not release any claims pending in the instant
case. Each of these points is addressed in turn.
With respect to the Court’s earlier dismissal, the Court did indeed dismiss this case upon
the belief that Plaintiff had no opposition to dismissal. The Court’s dismissal was in response to a
notice of settlement, together with an attached proposed order, filed by Defendant. After the
notice of settlement was filed, the Court reviewed the mutual general release executed by the
parties in case 17-CV-60224. Upon review of the mutual general release, the Court could see no
reason for the instant case to remain open as the parties had mutually released each other from all
possible claims. The court file reflected no opposition by Plaintiff to dismissal. The Court’s
normal practice, upon being notified of a settlement between the parties, is to close a case and enter
in any such orders as the parties mutually agree is necessary to bring the matter to a close.
However, it is now clear that Plaintiff never agreed for the instant case to be dismissed1 pursuant to
the request of Defendant in the aforementioned notice of settlement. Because the Court’s order of
dismissal was premised upon its belief that Plaintiff had consented to the entry of dismissal,
Plaintiff’s Motion is granted in part insofar as the Court’s order of dismissal at docket entry 31 is
The Court now turns to Plaintiff’s second contention—that the mutual general release
executed by the parties did not affect the Plaintiff’s claims in the instant case. The terms of the
1 The Court’s dismissal was with prejudice because the proposed order in the notice of settlement dismissed the case
mutual general release could not be clearer. The parties mutually released each other “from any
and all claims” and “liabilities of any kind whatsoever” from “the beginning of the world to
execution and delivery of” the mutual general release. While the release does state that it includes
claims arising in case 17-CV-60224 it also states that the release is “not limited to” that case. The
terms of the mutual general release are so broad, and so clear, the Court sets forth the terms below
to demonstrate such:
To have an enforceable settlement agreement, the “terms must be sufficiently specific and
mutually agreed upon as to every essential element.” Conte v. Winn Dixie Stores, Inc., No.
3:13-CV-463, 2014 WL 4693072, at *3 (N.D. Fla. Sept. 22, 2014); Woodfield Plaza, LTD. v. Stiles
Construction Co., 687 So. 2d 856, 857 (Fla. Dist. Ct. App. 1997). An essential term is determined
case by case and the court must look to the “nature and complexity of each transaction.” King v.
Bray, 867 So. 2d 1224, 1228 (Fla. Dist. Ct. App. 2004). The settlement agreement must “be clear
that it is full and complete, covers all issues, and is understood by all litigants concerned.” Gaines
v. Nortrust Realty Mgmt. Inc., 422 So. 2d 1037, 1040 (Fla. Dist. Ct. App. 1982) (internal citations
and quotations omitted). Making a contract depends not on the agreement of two minds in one
intention, but on the agreement of two sets of external signs—not on the parties having meant the
same thing but on their having said the same thing.2 Blackhawk Heating & Plumbing Co. Inc. v.
Data Lease Fin. Corp., 302 So. 2d 404, 407 (Fla. 1974) (internal citation and quotations omitted);
Perkins v. Simmons, 15 So. 2d 289, 290 (Fla. 1943) (“The parties must mutually assent to each of
the terms and conditions of both the offer and the acceptance in order to be a meeting of the minds
and the closing of a lawful and binding contract.”).
Here, regardless of whether Plaintiff
subjectively desired to release the claims in the instant case,3 the language of the mutual general
release is clear and unambiguous—he did release his claims. There is no ambiguity in the mutual
release and, even if there was, Defendant represents—and Plaintiff does not dispute—that Plaintiff
drafted the mutual general release. See City of Homstead v. Johnson, 760 So. 2d 80, 84 (Fla. 2000)
(“An ambiguous term in a contract is to be construed against the drafter.”).4
In light of the clarity in the mutual general release, Plaintiff argues that the Court should
look at the settlement agreement as a whole and, upon doing so, the Court will see that the mutual
2 Justice O.W. Holmes, The Path of the Law, 10 Harv. L. Rev. 457, 464 (1897).
3 Plaintiff presents a long narrative in his Motion pertaining to the history surrounding the drafting and execution of
the parties’ settlement agreement, however, while those facts may be pertinent to an argument seeking to set aside a
contract, it is hornbook law that parol evidence is irrelevant when the provisions in a contract are clear and
unambiguous. See, e.g., Sears v. James Talcott, Inc., 174 So. 2d 776, 778 (Fla. Dist. Ct. App. 1965) (“The parol
evidence rule serves as a shield to protect a valid, complete and unambiguous written instrument from any verbal
assault that would contradict, add to, or subtract from it, or affect its construction.”).
4 Although the mutual general release—an attachment to the settlement agreement—states that ambiguity in the
release may not be construed against the drafter, the body of the overarching settlement agreement contains no such
provision protecting the drafter.
general release was never intended to cover the instant case or, alternatively, that there is
ambiguity or a conflict in the settlement agreement. The Court does not agree. The proposal for
settlement, ultimately accepted by Defendant, stated: “This Proposal includes and seeks to settle
Plaintiff’s claims asserted in the Complaint as may be amended in this matter. This Proposal
includes, and seeks to settle, all claims made by Plaintiff against Defendant, in the instant case and
any counterclaims that Defendant may have against Plaintiff in the instant case.” DE 32-2 at 1.
Thus, the language in the settlement agreement merely indicates that the settlement would release
all claims in case 17-CV-60224. Nothing in the proposal indicates that the settlement would be
limited to the claims in that case and, in lieu of such a limitation, the settlement agreement says that
the released claims will “include” the claims in case 17-CV-60224. In order for the claims in case
17-CV-60224 to be released, the settlement agreement requires “[t]he execution and exchange of
the Mutual General Release” attached to the settlement agreement which, as set forth above,
released the parties from all claims from the beginning of time. Id. at 2. Thus, the vehicle by
which Plaintiff proposed case 17-CV-60224 would be settled was a mutual general release which
clearly, by its own terms, mutually released all claims between the parties. It is a common,
every-day occurrence for parties to release each other from claims beyond the scope of the
litigation that generated the settlement agreement. It is also common for settling parties to
mutually release each other from all possible claims when—as is the case here—both the plaintiff
and the defendant face potential liability. The Court sees no conflict in the terms of the mutual
general release and other terms in the settlement agreement nor is there any ambiguity.
Applying the unambiguous settlement agreement to the instant case, in Florida, courts
favor settlement agreements and will enforce them when it is possible to do so. Murchison v.
Grand Cypress Hotel Corp., 13 F.3d 1483, 1486 (11th Cir. 1994); Robbie v. City of Miami, 469 So.
2d 1384, 1385 (Fla. 1985). To halt enforcement of the settlement agreement, Plaintiff argues that,
procedurally, Defendant is required to raise as an affirmative defense the existence of the
settlement agreement between the parties and then file a motion for summary judgment on that
defense. However, this Court has an obligation to sua sponte inquire into whether it has before it a
justiciable case or controversy. Univ. of S. Ala. v. Am. Tobacco Co., 168 F.3d 405, 410 (11th Cir.
1999); W. World Ins. Co. v. Jones, No. 3:15-CV-1379, 2016 WL 9149510, at *4 (M.D. Fla. Feb. 9,
2016). Accordingly, the Court examines whether the unambiguous mutual general release in this
case has had the result of eliminating all justiciable controversy between the parties.
Plaintiff does not argue that the settlement agreement should be set aside due to fraud,
mutual mistake, or any other such defense.5 Although Plaintiff facially advances the argument in
the instant Motion that there is no settlement agreement between the parties at all, the substance of
Plaintiff’s argument on this matter has no merit. Plaintiff made a written offer to Defendant.
Defendant accepted. Plaintiff argues there is no meeting of the minds because:
[Defendant’s] acceptance of the [offer] did not mirror the terms of the offer.
[Plaintiff’s] offer . . . explicitly sought to resolve [case 17-CV-60224] and any of
[Plaintiff’s] counterclaims in [case 17-CV-60224] for $100; it did not include
terms, nor was there an intent, to resolve [the instant case]. On May 1, 2017,
Defendant purportedly accepted Plaintiff’s [offer], but on May 4 indicated that
acceptance resolved both [case 17-CV-60224] and [the instant case].
5 Plaintiff does not seek rescission for unilateral mistake or any other ground in his Motion. To the extent Plaintiff
attempts to request a new form of relief—rescission—in his reply brief, Local Rule 7.1(c) strictly prohibits a party
from seeking new relief or raising new arguments in a reply brief. (“[R]eply memorandum shall be strictly limited to
rebuttal of matters raised in the memorandum in opposition.”); see also Martinez v. Weyerhaeuser Mort. Co., 959 F.
Supp. 1511, 1515 (S.D. Fla. 1996). However, the Court notes that for a party to rescind an agreement based upon
unilateral mistake, the mistake must have been induced by the party seeking to benefit from the mistake. Lechuga v.
Flanigan’s Enters., Inc., 533 So. 2d 856, 857 (Fla. Dist. Ct. App. 1988). Here, Plaintiff is the one who drafted and
offered the settlement agreement—any mistake could not have been induced by Defendant. Defendant accepted
Plaintiff’s settlement agreement, and Florida courts reject unilateral drafting mistakes by attorneys as a basis for
rescission because a unilateral mistake cannot result from an inexcusable lack of due care. See, e.g., BMW of N. Am.,
Inc. v. Krathen, 471 So. 2d 585, 588 (Fla. Dist. Ct. App. 1985).
DE 32 at 9. Stated simply, it is Plaintiff’s position that because Defendant used the mutual general
release in the instant case, there is no settlement agreement between the parties because Plaintiff
never intended to release any claims in the instant case. Thus, what Plaintiff is really saying is that
there is no settlement agreement because Defendant did not accept the terms that Plaintiff
intended. Even if that is true, it is irrelevant under the law. Gendzier v. Bielecki, 97 So. 2d 604,
608 (Fla. 1957) (“The writing itself is the evidence of what [the parties] meant or intended by
signing it.”). As discussed above, the terms of the mutual general release were clear, there was no
ambiguity in the mutual general release, the mutual general release does not conflict with any term
in the settlement agreement as a whole, the mutual general release resolved every possible claim
between the parties from the beginning of time, and Plaintiff was responsible for drafting the terms
of the settlement agreement and the mutual general release.
In summary, Plaintiff raises no valid argument that there was no meeting of the minds.
The terms and existence of the mutual general release are not in dispute. The settlement agreement
has not been set aside nor has Plaintiff moved to do so. Once parties reach a settlement agreement,
a federal court must dismiss a case without prejudice, at a minimum,6 because there is no longer a
case or controversy sufficient to invoke the jurisdiction of the court under Article III of the
Constitution. Londono v. City of Gainesville, 768 F.2d 1223, 1227 (11th Cir. 1985); see In re
Melo, 558 B.R. 521, 555-56 (D. Mass. Bankr. 2016). Accordingly, for all of the reasons set forth
above the Court concludes that it no longer possesses subject matter jurisdiction over this case
because there is no longer a case or controversy and, as a result, Plaintiff’s Motion for
6 A court may also enter in a consent judgment, decree, or dismissal, which is what the Court believed the parties had
requested when the Court entered in its earlier order of dismissal. See Londono v. City of Gainesville, 768 F.2d 1223,
1227 (11th Cir. 1985).
Reconsideration is DENIED IN PART insofar as Plaintiff’s claims are hereby DISMISSED
DONE and ORDERED in Chambers, Fort Pierce, Florida, this 4th day of August, 2017.
ROBIN L. ROSENBERG
UNITED STATES DISTRICT JUDGE
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