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`____________
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`No. SC16-1164
`____________
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`W. RILEY ALLEN,
`Petitioner,
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`vs.
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`JAIRO RAFAEL NUNEZ, et al.,
`Respondents.
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`October 4, 2018
`
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`LEWIS, J.
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`
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`W. Riley Allen seeks review of the decision of the Fifth District Court of
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`Appeal in Nunez v. Allen, 194 So. 3d 554 (Fla. 5th DCA 2016), on the basis that it
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`expressly and directly conflicts with several appellate decisions of courts of this
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`State regarding proposals for settlement, pursuant to section 768.79, Florida
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`Statutes (2017), and Florida Rule of Civil Procedure 1.442, for the purpose of
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`assessing attorney’s fees. We have jurisdiction. See art. V, § 3(b)(3), Fla. Const.
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`FACTUAL AND PROCEDURAL BACKGROUND
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`This case originates from a motor vehicle accident in which Gabriel Nunez
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`was operating a vehicle owned by his father, Jairo Nunez,1 when he struck a truck
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`owned by Allen, which was lawfully parked along a street and unoccupied. Id.
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`Allen filed a one-count complaint against Gabriel and Jairo alleging that Gabriel
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`negligently operated the vehicle and that Jairo, as the owner of the vehicle, was
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`vicariously liable for his son’s negligent driving. Id. Allen sought damages for,
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`among other things, the post-repair diminution in the value of his truck, the cost of
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`the repairs, and the loss of use of his truck. Id. Respondents jointly answered the
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`complaint. Id. Allen then served a separate proposal for settlement on each
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`Respondent pursuant to Florida Rule of Civil Procedure 1.442. Id.
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`The proposal to Jairo provided:
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`1. This Proposal for Settlement is made pursuant to Florida Statute §
`768.79, and is extended in accordance with the provisions of Rule
`1.442, Fla. R. Civ. P.
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`2. The Proposal for Settlement is made on behalf of Plaintiff, W.
`RILEY ALLEN, and is made to Defendant, JAIRO RAFAEL
`NUNEZ.
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`3. This Proposal for Settlement is made for the purpose of settling any
`and all claims made in this cause by Plaintiff, W. RILEY ALLEN,
`against defendant, JAIRO RAFAEL NUNEZ.
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`
`
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`1. Hereinafter, Gabriel and Jairo Nunez may be referred to collectively as
`Respondents or individually according to their first names.
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`4. That in exchange for TWENTY THOUSAND AND 00/100
`DOLLARS ($20,000.00) in hand paid from defendant, JAIRO
`RAFAEL NUNEZ, Plaintiff agrees to settle any and all claims
`asserted against Defendant as identified in Case Number 2010–CA–
`25627–0, brought in and for the Circuit Court in and for Orange
`County, Florida.
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`5. This Proposal for Settlement is inclusive of all damages claimed by
`Plaintiff, W. RILEY ALLEN, including all claims for interest, costs,
`and expenses and any claims for attorney’s fees.
`
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`Id. at 556 (footnote omitted). Allen contemporaneously served an identical
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`proposal for settlement on Gabriel, except that Gabriel’s name was substituted in
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`place of Jairo. Id. Neither Respondent accepted his respective proposal; thus the
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`proposals were considered rejected. Id.; see also Fla. R. Civ. P. 1.442(f)(1) (“A
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`proposal shall be deemed rejected unless accepted by delivery of a written notice
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`of acceptance within 30 days after service of the proposal.”).
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`After securing a final judgment in the sum of $29,785.97, Allen filed a
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`motion for attorney’s fees pursuant to section 768.79, Florida Statutes, and Florida
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`Rule of Civil Procedure 1.442. Nunez, 194 So. 3d. at 556. Respondents moved to
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`strike Allen’s proposals for settlement, contending that because paragraph 5 of the
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`proposals stated that the monetary settlement was inclusive of all damages claimed
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`by Allen, the proposals were ambiguous as to whether acceptance and payment of
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`one of the $20,000 proposals for settlement would have resolved the case against
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`both Respondents or only against the individual Respondent accepting the
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`proposal. Id. at 557.
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`The trial court granted Allen’s motion to enforce the proposals after finding
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`the proposals for settlement were sufficiently clear and unambiguous; it was
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`determined that Allen was entitled to be reimbursed $343,590 in attorney’s fees
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`and legal assistant’s fees. Id. at 555, 557. Respondents appealed, asserting that the
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`language contained in paragraph 5 of the proposals for settlement caused the
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`proposals to be ambiguous and therefore unenforceable. Id. The Fifth District
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`agreed, reasoning:
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`Initially, paragraphs two, three, and four in each proposal for
`settlement make clear that payment of $20,000 by the [Respondent]
`named in the proposal would settle [Allen]’s claims brought in the
`case against that specific [Respondent]. However, paragraph five then
`stated that the proposal for settlement was inclusive of “all damages”
`claimed by [Allen]. As “all damages” claimed arguably are those that
`could have been (and were) imposed on both [Respondents] in this
`case, paragraph five of [Allen]’s proposal for settlement could be
`reasonably interpreted to mean that the acceptance of the proposal for
`settlement by only one of the [Respondents] resolved [Allen]’s entire
`claim against both [Respondents]. Put differently, if paragraph five
`had stated that the proposal was inclusive of all damages claimed by
`[Allen] against the individually named [Respondent], similar to the
`language in paragraph three of the proposal, there would have been no
`ambiguity.
`
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`Id. at 558 (emphasis omitted).
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`The district court relied on Tran v. Anvil Iron Works, Inc., 110 So. 3d 923
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`(Fla. 2d DCA 2013), for support. Nunez, 194 So. 3d at 558. In Tran, the plaintiff
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`was injured in an automobile accident and filed an action against the driver of the
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`other vehicle and his corporate employer, which owned the vehicle. Tran, 110 So.
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`3d at 924. During litigation, plaintiff tendered separate proposals for settlement to
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`the individual defendant and the corporate defendant. Id. Each proposal was
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`specific as to the one defendant named therein and each stated that, as a condition
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`of the proposal, the plaintiff would voluntarily dismiss, with prejudice, any and all
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`claims against the specific defendant named in the proposal for settlement. Id.
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`Attached to the proposal for settlement was a copy of the proposed notice of
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`voluntary dismissal with prejudice to be filed if the proposal was accepted. Id.
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`However, the attached dismissal notice named both defendants and indicated that
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`the case would be dismissed against both defendants. Id. at 924-25. The Second
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`District Court of Appeal affirmed the trial court’s finding that the proposals for
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`settlement were ambiguous because, while the body of the proposals did not
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`indicate that both defendants would be dismissed, the notices of dismissal attached
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`to the respective proposals did. Id. at 927. The district court held that the
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`discrepancy could reasonably affect the decision to accept the proposal because
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`one defendant might want to accept the proposal directed to it only if it knows for
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`certain that its payment would result in the release of both defendants. Id. at 926
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`(“This may be especially significant in a case such as this where one defendant is
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`the employer/owner of the car and the other defendant is the employee who was
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`driving the car.”).
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`Likewise, the decision below held that the language in the proposals
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`themselves raised the legitimate question as to whether acceptance resolved
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`Allen’s claim for “all damages” against solely the named offeree or resolved the
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`entire claim against both Respondents. See Nunez, 194 So. 3d at 559.
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`This review follows.
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`ANALYSIS
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`Attorney’s fees under offers of judgment are governed by section 768.79,
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`Florida Statutes, and Florida Rule of Civil Procedure 1.442. In relevant part,
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`section 768.79 reads:
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`(1) In any civil action for damages filed in the courts of this
`state . . . [i]f a plaintiff files a demand for judgment which is not
`accepted by the defendant within 30 days and the plaintiff recovers a
`judgment in an amount at least 25 percent greater than the offer, she
`or he shall be entitled to recover reasonable costs and attorney’s fees
`incurred from the date of filing of the demand. . . .
`
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`(2) The making of an offer of settlement which is not accepted
`does not preclude the making of a subsequent offer. An offer must:
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`(a) Be in writing and state that it is being made pursuant to this
`section.
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`(b) Name the party making it and the party to whom it is being
`made.
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`(c) State with particularity the amount offered to settle a claim
`for punitive damages, if any.
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`(d) State its total amount.
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`The offer shall be construed as including all damages which may be
`awarded in a final judgment.
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`
` .
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` . . .
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`(6) Upon motion made by the offeror within 30 days after the
`entry of judgment or after voluntary dismissal or involuntary
`dismissal, the court shall determine the following:
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`. . . .
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`(b) If a plaintiff serves an offer which is not accepted by the
`defendant, and if the judgment obtained by the plaintiff is at least 25
`percent more than the amount of the offer, the plaintiff shall be
`awarded reasonable costs, including investigative expenses, and
`attorney’s fees, calculated in accordance with the guidelines
`promulgated by the Supreme Court, incurred from the date the offer
`was served.
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`§ 768.79, Fla. Stat. The relevant portions of the current version of rule 1.442
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`provide:
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`(c) Form and Content of Proposal for Settlement.
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`(1) A proposal shall be in writing and shall identify the
`applicable Florida law under which it is being made.
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`(2) A proposal shall:
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`(A) name the party or parties making the proposal and the party
`or parties to whom the proposal is being made;
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`(B) state that the proposal resolves all damages that would
`otherwise be awarded in a final judgment in the action in which the
`proposal is served, subject to subdivision (F);
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`(C) state with particularity any relevant conditions;
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`(D) state the total amount of the proposal and state with
`particularity all nonmonetary terms of the proposal;
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`(E) state with particularity the amount proposed to settle a
`claim for punitive damages, if any;
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`(F) state whether the proposal includes attorneys’ fees and
`whether attorneys’ fees are part of the legal claim; and
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`(G) include a certificate of service in the form required by rule
`1.080.
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`(3) A proposal may be made by or to any party or parties and
`by or to any combinations of parties properly identified in the
`proposal. A joint proposal shall state the amount and terms
`attributable to each party.
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`(4) Notwithstanding subdivision (c)(3), when a party is alleged
`to be solely vicariously, constructively, derivatively, or technically
`liable, whether by operation of law or by contract, a joint proposal
`made by or served on such a party need not state the apportionment or
`contribution as to that party. Acceptance by any party shall be
`without prejudice to the rights of contribution or indemnity.
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`Fla. R. Civ. P. 1.442(c). Proposals under the offer of judgment statute must strictly
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`conform to these statutory and procedural requirements to entitle the offeror to
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`attorney’s fees because the statute is in derogation of the common law that
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`ordinarily requires each party to pay for its own attorney’s fees. See, e.g., Pratt v.
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`Weiss, 161 So. 3d 1268, 1271 (Fla. 2015) (citing Willis Shaw Express, Inc. v.
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`Hilyer Sod, 849 So. 2d 276, 278 (Fla. 2003); Gershuny v. Martin McFall
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`Messenger Anesthesia Prof’l Ass’n, 539 So. 2d 1131, 1132 (Fla. 1989)). This
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`Court reviews a party’s entitlement to attorney’s fees pursuant to section 768.79
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`and rule 1.442 de novo. E.g., Pratt, 161 So. 3d at 1271 (citing Frosti v. Creel, 979
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`So. 2d 912, 915 (Fla. 2008)).
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`Additionally, the proposal must be sufficiently clear and free of ambiguity to
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`allow the offeree the opportunity to fully consider the proposal. State Farm Mut.
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`Auto. Ins. Co. v. Nichols, 932 So. 2d 1067, 1079 (Fla. 2006). Nonetheless, this
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`Court has not required the elimination of every ambiguity—only reasonable
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`ambiguities:
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`We recognize that, given the nature of language, it may be impossible
`to eliminate all ambiguity. The rule does not demand the impossible.
`It merely requires that the settlement proposal be sufficiently clear and
`definite to allow the offeree to make an informed decision without
`needing clarification. If ambiguity within the proposal could
`reasonably affect the offeree’s decision, the proposal will not satisfy
`the particularity requirement [of rule 1.442(c)(2)(C)-(D)].
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`Id. Ultimately, “[p]roposals for settlement are intended to end judicial labor, not
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`create more.” Id. (quoting Lucas v. Calhoun, 813 So. 2d 971, 973 (Fla. 2d DCA
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`2002)). Accordingly, courts are discouraged from “nitpicking” proposals for
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`settlement to search for ambiguity. Carey-All Transp., Inc. v. Newby, 989 So. 2d
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`1201, 1206 (Fla. 2d DCA 2008) (citing Nichols, 932 So. 2d at 1079).
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`This Court recently rejected an argument that a nearly identical settlement
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`proposal was ambiguous and therefore unenforceable on the matter of attorney’s
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`fees. Anderson v. Hilton Hotels Corp., 202 So. 3d 846 (Fla. 2016). Anderson
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`involved an armed robbery, carjacking, and shooting that occurred in the parking
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`lot of an Embassy Suites hotel in Orlando, Florida. Id. at 848. Troy Anderson
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`filed an action against Hilton Hotels Corporation (Hilton), W2007 Equity Inns
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`Realty, LLC (W2007), Interstate Management Company, LLC (Interstate), and
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`SecurAmerica, LLC, for negligence. Id. Anderson’s wife, Paula Anderson, also
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`sought damages for loss of consortium. Id. at 849. Anderson proposed offers of
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`settlement to Hilton, W2007, Interstate, and SecurAmerica. Id. The offer made to
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`Hilton, it its entirety, stated:
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`PROPOSAL FOR SETTLEMENT ON BEHALF OF PLAINTIFF,
`TROY [ANDERSON], PURSUANT TO RULE 1.442
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`Plaintiff, TROY ANDERSON, by and through his undersigned
`attorneys, hereby serves his Proposal for Settlement, pursuant to Rule
`1.442 of the Florida Rules of Civil Procedure, to Defendant, HILTON
`HOTELS CORPORATION, a foreign corporation, doing business as
`EMBASSY SUITES ORLANDO AT INTERNATIONAL DRIVE
`AND JAMAICAN COURT, also doing business as HILTON
`WORLDWIDE, and states in support thereof as follows:
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`1. This Proposal for Settlement is made pursuant to Florida Statute §
`768.79, and is extended in accordance with the provisions of Rule
`1.442. Fla. R. Civ. P.
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`2. This Proposal for Settlement is made on behalf of Plaintiff, TROY
`ANDERSON (“PLAINTIFF”), and is made to Defendant, HILTON
`HOTELS CORPORATION, a foreign corporation, doing business as
`EMBASSY SUITES ORLANDO AT INTERNATIONAL DRIVE
`AND JAMAICAN COURT, also doing business as HILTON
`WORLDWIDE (“HILTON”).
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`3. This Proposal for Settlement is made for the purpose of settling any
`and all claims made in this cause by PLAINTIFF against HILTON.
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`4. That in exchange for SIX HUNDRED FIFTY THOUSAND AND
`00/100 DOLLARS ($650,000.00) in hand paid from HILTON,
`PLAINTIFF agrees to settle any and all claims asserted against
`HILTON, as identified in Case Number 2009–CA–040473–O,
`brought in the Circuit Court in and for Orange County, Florida.
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`5. This Proposal for Settlement is inclusive of all damages claimed by
`PLAINTIFF, including all claims for interest, costs, and expenses and
`any claims for attorney’s fees.
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`Id. The offers to each defendant were identical other than the specifically
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`designated party and the specific amount proposed. Id. Paula Anderson also made
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`separate offers, identical to those of Anderson, to each of the defendants. Id. Prior
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`to trial, however, Paula dismissed her cause of action. Id. Anderson obtained a
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`favorable jury verdict that was twenty-five percent greater than the settlement offer
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`and subsequently sought attorney’s fees. See id. at 850, 857-58. The trial court
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`and the Fifth District both concluded that the term “PLAINTIFF” in paragraph 5 of
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`Anderson’s offer could reasonably be interpreted to include both Anderson and his
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`wife, Paula. Id. at 850-51.
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`On appeal, this Court acknowledged that the proposal clearly and
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`consistently used the singular term “PLAINTIFF,” defined as Troy Anderson in
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`paragraph 2. Id. at 855. This Court also recognized that paragraph 3 indicated that
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`each proposal was designed to settle “any and all claims of PLAINTIFF [Troy
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`Anderson] against [RESPONDENT],” clearly delineating that the only parties to
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`be affected by acceptance would be Troy Anderson and the designated
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`Respondent. Id. This Court further noted that the offer made by Troy Anderson
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`made no reference to Paula Anderson or her loss of consortium claim, “which
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`Anderson was not obliged to address in his claim.” Id. Paula Anderson had made
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`her own separate, nearly simultaneous offers to each of the Respondents. Id. This
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`Court then held that
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`[i]f a party receives two simultaneous offers from two separate
`parties, common sense dictates that the offeree should possess all the
`information necessary to determine whether to settle with one or both
`of the offerors. In reading the entirety of Anderson’s proposals, the
`only reasonable interpretation is that Troy Anderson offered to settle
`only his claims with each Respondent in his offer.
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`Id. (emphasis omitted) (citation omitted). Thus this Court quashed the Fifth
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`District’s holding that Anderson’s proposals for settlement were ambiguous. Id. at
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`858.
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`The Second District has also rejected arguments that similar settlement
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`proposals were ambiguous and therefore unenforceable on the matter of attorney’s
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`fees. See Miley v. Nash, 171 So. 3d 145 (Fla. 2d DCA 2015); Bright House
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`Networks, LLC v. Cassidy, 242 So. 3d 456 (Fla. 2d DCA 2018).
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`Miley involved an accident between Martha Nash and Kyle Miley in a car
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`owned by his father, Glenn Miley. 171 So. 3d at 147. Martha filed a complaint
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`against Kyle and Glenn seeking damages for her injuries; Garfield Nash, Martha’s
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`husband, also sought damages for loss of consortium. Id. Martha and Garfield
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`Nash pursued their claims against Glenn Miley solely under a theory of vicarious
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`liability. Id. Prior to trial, Kyle offered a settlement proposal to Martha in “an
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`attempt to resolve all claims and causes of action resulting from the incident or
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`accident giving rise to this lawsuit brought by Plaintiff Martha Nash against
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`Defendant Kyle Miley.” Id. The proposal contained a condition that Martha
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`dismiss her claims against both Kyle and Glenn, but did not address Garfield
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`Nash’s pending claim for loss of consortium, which was ultimately dropped prior
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`to trial. Id. After Martha obtained a favorable jury verdict that was significantly
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`less than the amount in Kyle’s offer, the trial court denied Kyle’s motion for
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`attorney’s fees for five reasons: the proposal (1) failed to specifically identify the
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`claims to be resolved by it; (2) failed to address Garfield Nash’s loss of consortium
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`claim; (3) failed to state with particularity any relevant conditions; (4) failed to
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`state the amount and terms attributable to each party; and (5) required dismissal of
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`both Kyle and Glenn without attributing the payment owed. Id.
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`
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`On appeal, the Second District reversed and concluded that the proposal
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`complied with rule 1.442. Id. Although the district court acknowledged that the
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`language in the terms “all claims” that “[gave] rise to the lawsuit” could have been
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`more definite, it concluded that these terms were not so ambiguous as to prevent
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`Martha Nash from making an informed decision about settling her claim. Id. at
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`148. The district court also held that the proposal did not need to address Garfield
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`Nash’s claim for loss of consortium, which was a separate and derivative claim.
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`Id. at 148-49 (“Because the proposal explicitly stated that it was to cover all claims
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`brought by Martha Nash, it was not deficient for failing to address the other
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`pending claim in the lawsuit brought by an entirely different plaintiff.”). The
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`district court also concluded that the particularity requirement had been satisfied
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`and further held that apportionment with respect to Glenn Miley was not required
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`because he was only alleged to be vicariously liable. Id. at 149 (citing Fla. R. Civ.
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`P. 1.442). Thus the Second District reversed the trial court’s order denying
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`attorney’s fees. Id. at 150.
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`
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`In Cassidy, five members of the Cassidy family filed a one-count complaint
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`for breach of contract against Bright House. 242 So. 3d 458. Bright House served
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`one proposal for settlement on Albert B. Cassidy, who did not accept the proposal.
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`Id. Bright House filed a motion for attorney’s fees and costs after the trial court
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`entered summary judgment in its favor. Id. The trial court denied Bright House’s
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`motion because paragraph 4 of the proposal stated that acceptance of the offer
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`would dismiss “all claims” against Bright House. Id. The trial court found that
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`paragraph 4 created ambiguity with regard to which claims were to be dismissed.
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`Id. The Second District reversed, holding that the proposal did not contain a level
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`of ambiguity that would “render Albert B. Cassidy unable to make an informed
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`decision without needing clarification.” Id. at 460.
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`Albert B. Cassidy has no authority to cause the other plaintiffs’ claims
`to be dismissed. It is clear that the Proposal was made only to Albert
`B. Cassidy and that the Proposal defines the claims to be resolved as
`those asserted in this action by Offeree (Albert B. Cassidy) against
`Offeror (Bright House).
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`Id. The district court held that, when read as a whole, there was no ambiguity
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`within the proposal that would reasonably affect Albert B. Cassidy’s decision. Id.
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`Thus the district court reversed the trial court’s order denying attorney’s fees. Id.
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`The Fourth District Court of Appeal has likewise rejected similar attempts to
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`inject ambiguity into otherwise sufficient proposals. See Kiefer v. Sunset Beach
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`Invs., LLC, 207 So. 3d 1008 (Fla. 4th DCA 2017); Costco Wholesale Corp. v.
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`Llanio-Gonzalez, 213 So. 3d 944 (Fla. 4th DCA 2017); Alamo Fin., L.P. v. Mazoff,
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`112 So. 3d 626 (Fla. 4th DCA 2013); Land & Sea Petroleum, Inc. v. Bus.
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`Specialists, Inc., 53 So. 3d 348 (Fla. 4th DCA 2011).
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`In Kiefer, Sunset Beach Investments, LLC (Sunset Beach), filed an action
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`asserting claims of professional negligence against Kiefer, Kimley-Horn, and two
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`licensed engineers. 207 So. 3d at 1009. While the case was pending, Kiefer
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`served Sunset Beach a proposal for settlement that included a required release as a
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`condition of the agreement. Id. Simultaneously, each of the other codefendants
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`served separate proposals for settlement on Sunset Beach. Id. Sunset Beach did
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`not accept any of the proposals. Id. Kiefer prevailed on a motion for summary
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`judgment, obtained judgment in his favor as to the only claim asserted against him,
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`and subsequently filed a motion for attorney’s fees based upon the rejected
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`proposal for settlement. Id. at 1009-10. The trial court denied Kiefer’s motion
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`after finding the release attached to the proposal for settlement to be ambiguous.
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`Id. at 1010. The trial court found ambiguity with the fact that, unlike each of the
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`other paragraphs of the proposal for settlement and release, the fifth and sixth
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`paragraphs of the release were not specifically limited to Kiefer and Sunset Beach.
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`Id. The fifth paragraph in question stated that the release covered “any and all
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`claims for attorney’s fees, costs and premiums, as a result of the incident and
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`matters set forth in the lawsuit.” Id. The sixth paragraph stated that Sunset Beach
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`would release all claims that related to the lawsuit. Id. On appeal, the Fourth
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`District reversed and held that the settlement proposal was unambiguous. Id. at
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`1011. The district court held that, when read as a whole, the release related to
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`Sunset Beach and Kiefer and not the other codefendants. Id. The district court
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`relied on Anderson in holding the proposal for settlement was not ambiguous due
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`to the fact that other claims remained and other parties were not mentioned. Id. at
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`1012. Thus the Fourth District reversed the trial court’s order denying attorney’s
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`fees. Id.
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`In Llanio-Gonzalez, Costco Wholesale Corporation (Costco) served a
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`proposal for settlement on Elaine Llanio-Gonzalez, who brought an action for her
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`injuries in a slip and fall. 213 So. 3d at 945. Costco also served a proposal for
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`settlement on Luis Gonzalez for his loss of consortium claim. Id. Each proposal
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`included a required release as a condition of the agreement. Id. The attached
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`releases provided that each plaintiff would release Costco and “all related,
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`associated or affiliated companies” from any and all claims. Id. The plaintiffs did
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`not accept Costco’s proposals for settlement and Costco ultimately prevailed on a
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`motion for summary judgment. Id. at 946. Costco then moved for attorney’s fees
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`after obtaining judgment in its favor. Id. The trial court denied Costco’s motion
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`after finding the releases attached to the proposals for settlement to be ambiguous.
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`Id. The trial court found ambiguity with the fact that each proposal for settlement
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`contained narrow language offering to release only the defendant but the attached
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`releases contained broader language releasing individuals and entities in addition
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`to Costco. Id. On appeal, the Fourth District agreed with Costco that the proposals
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`were unambiguous and were therefore enforceable. Id. at 947. The district court
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`held that although the attached releases were more expansive, their effect was the
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`same. Id. The district court held that the proposals for settlement and
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`accompanying releases were sufficiently clear and definite to allow the plaintiffs to
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`make an informed decision on whether to accept the proposals. Id. Thus the
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`Fourth District reversed the trial court’s order denying attorney’s fees. Id.
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`Alamo Financing involved a motor vehicle accident between plaintiff,
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`Matthew Mazoff, and defendant, Paola Alvarado-Fernandez; Alamo Financing
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`owned the vehicle driven by Alvarado-Fernandez, while a separate entity, Alamo
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`Rental (US), Inc., leased the vehicle to Alvarado-Fernandez. 112 So. 3d at 627.
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`Mazoff sought damages from Alamo Financing and Alvarado-Fernandez, alleging
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`specifically that Alamo Financing was vicariously liable for Alvarado-Fernandez’s
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`negligence. Id. Alamo Financing proposed an offer of settlement to Mazoff that
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`contained a condition that Mazoff would release Alamo Financing and “their
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`parent corporations, subsidiaries, officers, directors, and employees” from any and
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`all claims. Id. Mazoff subsequently moved to add Alamo Rental as a defendant
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`after learning that Alamo Rental was the entity that leased the car. Id. at 628.
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`Alamo Financing unsuccessfully moved for attorney’s fees after obtaining
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`judgment in its favor. Id. On appeal, the Fourth District agreed with Alamo
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`Financing that the proposal was not ambiguous and was therefore enforceable. Id.
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`The district court rejected Mazoff’s argument that the language “all Claims made
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`in the present action by the party to whom this proposal is made including any
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`claims that could be made against Defendant ALAMO FINANCING, L.P., which
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`arise out of the same occurrence or event set forth in this action,” could extinguish
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`Mazoff’s claims against Alvarado-Fernandez. Id. at 629-30. Specifically, the
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`district court acknowledged that when read in isolation, this clause could suggest
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`that Mazoff’s separate claims against Alvarado-Fernandez may be affected by his
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`acceptance of Alamo Financing’s offer; nonetheless, the context of the entire offer
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`indicated that Alamo Financing was the only offeror and the only party to be
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`dismissed from suit upon Mazoff’s acceptance. Id. at 630. The Fourth District
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`similarly dispensed with Mazoff’s suggestion that the proposal was unenforceably
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`ambiguous because it could have constituted a release of Alamo Rental, which was
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`not a party to the lawsuit at the time the offer was made. Id. at 630-31.
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`In Land & Sea Petroleum, a seller made two separate proposals for
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`settlement with the two different brokers with whom it was engaged in a contract
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`dispute. 53 So. 3d at 351-52. Other than the name of the individual broker, the
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`proposals were identical and indicated that they would resolve “any and all claims
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`that could have been or should have been brought” by the individually named
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`broker against the seller upon payment of $500. Id. at 352. Neither broker
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`accepted its respective proposal. Id. The seller prevailed on a motion for summary
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`judgment and subsequently moved for attorney’s fees. Id. In response, the brokers
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`contended that the proposals were ambiguous because they did not specify which
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`side would pay the $500 and did not specify the claims that the proposals would
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`settle. Id. The trial court ultimately denied the seller’s motion for attorney’s fees;
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`on appeal, however, the Fourth District reversed. Id. at 352-53. The district court
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`held that, because the only relationship that existed between the brokers and the
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`seller arose from the brokerage contract, there were no other possible claims which
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`could have existed between the parties either within or outside of the action. Id. at
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`353-54. The district court also held that it was apparent that the seller was offering
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`to pay each of the brokers $500 in exchange for resolving the brokers’ respective
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`claims because the brokers were suing for a commission and the seller raised no
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`counterclaim. Id. at 353 (“The brokers’ reliance on the fact that the seller did not
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`expressly state that it would be the party paying the $500 seems to be the type of
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`‘nit-picking’ which the second district cautioned against in Carey-All.”).
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`There can be no doubt this Court possesses discretion to exercise jurisdiction
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`in this case. The dissent convolutes and misstates discretionary and subject-matter
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`jurisdiction within the Florida Constitution. Jurisdiction exists where a decision of
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`a district court expressly and directly conflicts with a decision of another district
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`court of appeal or of this Court on the same question of law. Art. V, § 3(b)(3), Fla.
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`Const.; see also Knowles v. State, 848 So. 2d 1055, 1056 (Fla. 2003) (accepting
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`jurisdiction based on conflict created by misapplication of decisional law);
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`Robertson v. State, 829 So. 2d 901, 904 (Fla. 2002) (stating that misapplication of
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`decisional law creates conflict jurisdiction); Acensio v. State, 497 So. 2d 640, 641
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`(Fla. 1986) (accepting jurisdiction based on conflict created by misapplication of
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`decisional law). The decision below expressly and directly conflicts with this
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`Court’s decision in Anderson and the decisions of the Second and Fourth Districts
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`in Miley, Cassidy, Kiefer, Llanio-Gonzalez, Alamo Financing, and Land & Sea
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`Petroleum. In each of the seven conflict cases discussed, the point of law at issue
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`was whether an offer by a single offeror to a single offeree was considered
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`sufficiently clear and enforceable, although it did not address separate pending
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`claims of other parties to the litigation. However, in the decision below the Fifth
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`District determined that such an offer was ambiguous and unenforceable because it
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`could have possibly affected the unaddressed claims of the other codefendant.
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`Therefore, we properly have jurisdiction on this matter and quash the decision
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`below.2
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`The reading of Allen’s offers as espoused by the Respondents and the Fifth
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`District was unreasonable under these circumstances and in contravention of this
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`Court’s direction in Nichols. Each proposal clearly and consistently used the
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`singular term “PLAINTIFF,” which was defined as W. Riley Allen in paragraph 2.
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`Moreover, paragraph 3 indicated that each proposal was designed to settle “any
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`and all claims of PLAINTIFF against [RESPONDENT],” which by its clear terms