Florida Appeals Court Rules Defendant’s Proposal for Settlement Was Neither Ambiguous nor Designed to Extinguish Separate, Future or Pending Claims
In a continuation of protracted litigation between Infinity Auto Insurance Company and Miami Open MRI, LLC, the Third District Court of Appeal reversed a trial court’s denial of Infinity’s motion for attorney’s fees. The dispute centered on whether Infinity’s proposal for settlement (PFS), rejected by Miami Open, met the clarity and specificity required under Florida law to trigger a fee award under section 768.79. Although the trial court had found the PFS invalid, the appellate court disagreed, concluding that the proposal—when read in full—was sufficiently clear and unambiguous and did not improperly attempt to extinguish future or unrelated claims. The court remanded the matter with instructions to award Infinity its attorney’s fees.
Infinity Auto Insurance Company, the appellant, appealed the trial court’s denial of its motion for attorney’s fees. The motion, which was based on Miami Open MRI, LLC’s rejection of Infinity’s PFS, was filed after the Third District Court of Appeal’s earlier ruling in Infinity Auto Insurance Company v. Miami Open MRI (Infinity 1), 361 So. 3d 954 (Fla. 3d DCA 2023). That ruling reversed the trial court’s granting of summary judgment for Miami Open and remanded the matter to the trial court, directing the trial court to grant summary judgment for Infinity and to conditionally grant Infinity’s motion for appellate fees, subject to a determination pursuant to section 768.79. The trial court, however, found the PFS to be invalid.
The question on this appeal was whether the PFS was “sufficiently clear and definite” so Miami Open could “fully consider the proposal” and whether the PFS extinguished any pending or future claims arising from this case (citing Allen v. Nunez, 258 So. 3d 1207, 1211 (Fla. 2018)). The provision at issue was paragraph 8 of Infinity’s PFS which read:
This proposal for settlement is not to be construed as an admission of liability on the part of the Defendant. The Defendant accordingly reserves any and all rights and defenses it may have in this case and any and all other actions or lawsuits now or hereafter pending relating to the claim which forms the basis for this lawsuit, and payment would accordingly be made under such reservation of rights if this proposal is accepted. Instead, this proposal is being made in an effort to resolve the case and avoid future costs and fees.” (Emphasis added.)
Paragraph 4 of the proposal, which the District Court also discussed, clearly and unambiguously stated that the PFS was to resolve any and all claims “that were or could have been brought in this case (emphasis added) by Plaintiff”… “as set forth in Plaintiff’s Complaint.”
Miami Open’s response to the motion for fees claimed that the PFS was invalid because it was defective. It claimed it “lacked the required particularity and specificity; fails to satisfy the requirements of Rule 1.442 and Fla. Stat. 768.79; contains conflicting provisions; impermissibly seeks to extinguish related claims and causes of action; and is ambiguous and vastly overbroad.” Infinity replied that Miami Open was “nit-picking”; Paragraph 4 limited the PFS to “just this case” and paragraph 8, read in its entirety and in conjunction with the other provisions of the PFS, was a standard reservation of rights and clarified the PFS was not an admission of liability.
The court held that paragraph 8, when read as a whole, particularly in conjunction with paragraph 4, was not ambiguous nor required future claims to be extinguished. First, the court noted, and the parties agreed at trial level and on appeal, that paragraph 4 unambiguously released only the claims raised (or that could have been raised) in the underlying lawsuit. Second, the court held that a common sense reading of paragraph 8 provides that if Miami Open brought a claim in the future, the PFS would not extinguish any of Infinity’s rights or defenses. Paragraph 8 was a reservation of rights, not an extinguishment of future claims. Additionally, it was not ambiguous where there were no other pending cases between the parties. Read as a whole, the PFS sought to extinguish only Miami Open’s claims as set forth in the complaint, and Paragraph 8 was merely a reservation of rights. As such, the court reversed the denial of the motion for fees and remanded the case with instructions to grant Infinity’s motion for attorney’s fees.
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