Grange Mutual Casualty Company v. Woodard et al
Filing
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ORDER granting Defendants' 15 Motion for Summary Judgment. Plaintiff's 29 Motion for Summary Judgment is DENIED, and Defendants' 36 Motion to Supplement the Record is GRANTED. The Clerk shall close the case. Signed by Judge Richard W. Story on 6/25/2015. (cem)
IN THE UNITED STATES DISTRICT COURT
FOR THE NORTHERN DISTRICT OF GEORGIA
ATLANTA DIVISION
GRANGE MUTUAL CASUALTY
COMPANY,
Plaintiff,
v.
BORIS WOODARD and SUSAN
WOODARD,
Defendants.
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CIVIL ACTION NO.
1:14-CV-03283-RWS
ORDER
This case comes before the Court on Defendants’ Motion for Summary
Judgment [15], Plaintiff’s Motion for Summary Judgment [29], and
Defendants’ Motion to Supplement the Record [36]. After reviewing the
record, the Court enters the following Order.
Background
This case arises out of an automobile accident involving Thomas
Dempsey, Anna Woodard, and Defendant Boris Woodard, in which Anna
Woodard sustained fatal injuries. (Defs.’ SOMF, Dkt. [15-1] ¶¶ 1-2.)
Defendants Boris and Susan Woodard (“Defendants”) are Anna Woodard’s
parents. Plaintiff Grange Mutual Casualty Company (“Plaintiff”) insures
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Thomas Dempsey. (Id. ¶ 6.)
Defendants, through their attorney, sent an offer to Plaintiff to settle
Defendants’ claims for injuries and wrongful death. (Id. ¶ 12.) While the
parties dispute the terms for acceptance of the offer, the following is
undisputed. The offer listed eleven provisions under a heading stating: “The
following items must be noted and fully and strictly complied with in order to
accept this offer.” (Settlement Offer, Dkt. [1-2] at 3.) The first provision
required acceptance within thirty days of the offer. (Id.) The second provision
stated: “Your acceptance of this offer must be made in writing to me at the
above address shown in my letterhead.” (Id.) The fourth and fifth provisions
stated:
If payment is not tendered in cash pursuant to OCGA 9-1167.1(f)(1), payment in the amount of $50,000 must be made
payable to [Defendants] within ten (10) days after your written
acceptance of this offer to settle. Timely payment is an essential
element of acceptance.
(Id. at 4.)
Within thirty days, Plaintiff wrote a letter to Defendants stating that
Plaintiff accepted Defendants’ demand. (Pl.’s SOMF, Dkt. [29] ¶ 20.) Within
ten days of Plaintiff’s written acceptance, Plaintiff e-mailed Defendants to
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inform them that the checks were being issued that day. (Id. ¶ 38.) After the
ten-day window had passed, Defendants informed Plaintiff that the settlement
checks had not arrived, and so Plaintiff had failed to accept the offer. (Id. ¶
42.) Plaintiff responded, stating that there was an error in processing the
checks, and an incorrect address was printed on the envelope. (Defs.’ SOMF,
Dkt. [15-1] ¶ 24.) Plaintiff issued new checks and sent them to Defendants.
(Pl.’s SOMF, Dkt. [29-2] ¶ 48.) Defendants refused to accept the checks upon
their arrival. (Id.)
Plaintiff now brings this action seeking enforcement of the alleged
agreement between Plaintiff and Defendants. Defendants move for summary
judgment, asserting that there was no agreement between the parties. Plaintiff
also moves for summary judgment, alleging that Plaintiff accepted Defendants’
settlement offer, forming an enforceable settlement agreement.
Discussion
I.
Legal Standard
Federal Rule of Civil Procedure 56 requires that summary judgment be
granted “if the movant shows that there is no genuine dispute as to any material
fact and the movant is entitled to judgment as a matter of law.” FED. R. CIV. P.
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56(a). “The moving party bears ‘the initial responsibility of informing the . . .
court of the basis for its motion, and identifying those portions of the
pleadings, depositions, answers to interrogatories, and admissions on file,
together with the affidavits, if any, which it believes demonstrate the absence
of a genuine issue of material fact.’” Hickson Corp. v. N. Crossarm Co., 357
F.3d 1256, 1259 (11th Cir. 2004) (quoting Celotex Corp. v. Catrett, 477 U.S.
317, 323 (1986) (internal quotations omitted)). Where the moving party makes
such a showing, the burden shifts to the non-movant, who must go beyond the
pleadings and present affirmative evidence to show that a genuine issue of
material fact does exist. Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 257
(1986). The applicable substantive law identifies which facts are material. Id.
at 248. A fact is not material if a dispute over that fact will not affect the
outcome of the suit under the governing law. Id. An issue is genuine when the
evidence is such that a reasonable jury could return a verdict for the nonmoving party. Id. at 249-50.
In resolving a motion for summary judgment, the court must view all
evidence and draw all reasonable inferences in the light most favorable to the
non-moving party. Patton v. Triad Guar. Ins. Corp., 277 F.3d 1294, 1296 (11th
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Cir. 2002). But, the court is bound only to draw those inferences that are
reasonable. “Where the record taken as a whole could not lead a rational trier
of fact to find for the non-moving party, there is no genuine issue for trial.”
Allen v. Tyson Foods, Inc., 121 F.3d 642, 646 (11th Cir. 1997) (quoting
Matsushita Elec. Indus. Co. v. Zenith Radio Corp., 475 U.S. 574, 587 (1986)).
“If the evidence is merely colorable, or is not significantly probative, summary
judgment may be granted.” Anderson, 477 U.S. at 249-50 (internal citations
omitted); see also Matsushita, 475 U.S. at 586 (once the moving party has met
its burden under Rule 56(a), the nonmoving party “must do more than simply
show there is some metaphysical doubt as to the material facts”).
II.
Analysis1
Plaintiff and Defendants dispute whether there was a settlement
agreement between the parties. If the existence of an agreement is disputed, the
proponent of the agreement must establish its existence. Herring v. Dunning,
446 S.E.2d 199, 202 (Ga. Ct. App. 1994). Thus, Plaintiff has the burden of
establishing that an agreement existed. In order to do so, Plaintiff must prove
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For the purposes of completing the record, the Court GRANTS Defendants’
Motion to Supplement the Record [36]. However, the Court does not find the
supplementary evidence material to its decision.
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that the parties’ agreement had four elements: “parties able to contract, a
consideration moving to the contract, the assent of the parties to the terms of
the contract, and a subject upon which the contract can operate.” O.C.G.A. §
13-3-1. At issue here is only whether the parties assented to the terms of the
contract.
First, Plaintiff asserts that Defendants set the terms of acceptance when
they stated in the demand letter: “Your acceptance of this offer must be made
in writing to me at the above address shown in my letterhead.” (Pl.’s MSJ,
Dkt. [29] at 15.) Plaintiff argues that it fully complied with this condition by
timely sending Defendants a letter dated July 22, 2014, stating that Plaintiff
accepted Defendants’ demands. (Pl.’s SOMF, Dkt. [29-2] ¶ 20.)
But as Defendants note, the demand letter includes eleven provisions
under the heading: “The following items must be noted and fully and strictly
complied with in order to accept this offer.” (Def.’s SOMF, Dkt. [15-1] ¶ 15.)
In addition to requiring timely receipt of written acceptance, these provisions
also require timely payment as an “essential element of acceptance.”
(Settlement Offer, Dkt [1-2] at 3.) Plaintiff asserts that Defendants could not
require timely payment as a condition of acceptance under O.C.G.A. § 9-116
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67.1, which sets out the terms that must be included in an offer to settle a tort
claim before filing a civil action. Plaintiff notes that the statute allows a party
to require payment within a specified period under the terms of the settlement
agreement, but it does not expressly permit payment to be an essential term of
acceptance. See O.C.G.A. § 9-11-67.1(g) (“Nothing in this Code section shall
prohibit a party making an offer to settle from requiring payment within a
specified period . . . .”). Defendants point out, however, that the statute also
provides: “Nothing in this Code section is intended to prohibit parties from
reaching a settlement agreement in a manner and under terms otherwise
agreeable to the parties.” Id. § 9-11-67.1(c). Therefore, the statute does not
prohibit a party from requiring payment as a condition of acceptance. See also
Atkinson v. Cook, 518 S.E.2d 413, 414 (Ga. Ct. App. 1999) (explaining that
“an offeror is the master of his or her offer, and free to set the terms thereof,”
and thus “an offeree’s failure to comply with the precise terms of an offer
generally is fatal to the formation of a[] valid contract”). Here, written
acceptance was but one element of acceptance set out in the settlement offer.
Thus, the Court finds that Plaintiff could not fully satisfy Defendants’ terms of
acceptance through written acceptance alone.
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Second, Plaintiff asserts that even if payment was an essential element of
acceptance, Plaintiff satisfied this provision when it issued settlement checks
payable to Defendants in a timely manner. (Pl.’s MSJ, Dkt. [29] at 21.)
Indeed, even though the first checks did not arrive, Plaintiff informed
Defendants that the checks had been issued in an email dated July 29, 2014.
(Pl.’s SOMF, Dkt. [29-1] ¶ 38.) Defendants respond that the demand letter
required Plaintiff to pay, and not simply write the checks, in order to accept the
terms of the offer. (Defs.’ MSJ, Dkt. [15] at 1.)
Paragraphs four and five state:
If payment is not tendered in cash pursuant to OCGA 9-1167.1(f)(1), payment in the amount of $50,000 must be made
payable to [Defendants] within ten (10) days after your written
acceptance of this offer to settle. Timely payment is an essential
element of acceptance.
(Settlement Offer, Dkt [1-2] at 4.) The Court finds that any ambiguity created
by the first sentence is immediately cured by the second sentence. Timely
payment, and not just writing the checks in a timely manner, was an essential
element of acceptance. The Court must rely upon the ordinary meaning of the
term “payment” because the demand letter does not otherwise define the term.
“[P]ayment requires both receipt of funds by the creditor and the intention of
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both parties that the funds should constitute payment.” 60 AM. JUR. 2d
Payment § 1; see also BLACK’S LAW DICTIONARY 1243 (9th ed. 2009)
(defining payment as “Performance of an obligation by the delivery of money
or some other valuable thing accepted in partial or full discharge of the
obligation”).
While there is some factual dispute between the parties, these facts do
not affect the outcome of the present case. As a matter of law, the Court finds
that acceptance of Defendants’ offer required Plaintiff’s timely payment of the
settlement amount in addition to written acceptance. Both parties admit that
Defendants notified Plaintiff, stating that timely payment had not been
received, and that Plaintiff responded, stating that there had been a mailing
address error. From these facts, the Court finds that notwithstanding any
inadvertent error, Plaintiff failed to pay on time, and consequently, failed to
accept Defendants’ settlement offer. For these reasons, the parties did not form
a binding settlement contract.
Conclusion
Based on the foregoing, Defendants’ Motion for Summary Judgment
[15] is GRANTED, Plaintiff’s Motion for Summary Judgment [29] is
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DENIED, and Defendants’ Motion to Supplement the Record [36] is
GRANTED. The Clerk shall close the case.
SO ORDERED, this 25th day of June, 2015.
________________________________
RICHARD W. STORY
United States District Judge
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