EFTA00679831.pdf

Haddad. Tonja 6/2612014 For Educational Use Only Bd. of Trustees of Florida Atlantic University v. Bowman, 853 So.2d 507 (2003) 180 Ed. Law Rep. 967, 28 Fla. L. Weekly D1825 future. West's F.S.A. § 768.79. 853 So.2d 507 District Court of Appeal of Florida, Fourth District. 15 Cases that cite this headnote The BOARD OF TRUSTEES OF FLORIDA ATLANTIC UNIVERSITY, Appellant, v. Laura J. BOWMAN, Jennifer L Pharo, Karen L Latham, Carol-Lynne Taylor, Pritesh Patel, Arnot Attorneys and Law Firms Q. Wadsworth IV, Jennifer L Stein, Christoper Herndon, Appellees. *507 Russell S. Bohn of Caruso, Burlington, Bohn & Compiani, P.A. and Joseph L. Ackerman of Boose, No. 4Do2-2864. I Aug. 6, 2003. I Rehearing Denied Casey, Ciklin, Lubitz, Martens, McBane & O'Connell, Sept. 18, 2003. West Palm Beach, for appellant. Peter J. Aldrich of Peter J. Aldrich, P.A., Palm Beach Students brought action alleging that university breached Gardens, for appellees. promise to seek accreditation for program in which students were enrolled. A jury of the Circuit Court, Opinion Fifteenth Judicial Circuit, Palm Beach County, Elizabeth T. Maass, J., found for university, and the court denied HAZOURI, J. university's motion for attorney fees. University appealed. The District Court of Appeal, Hazouri, J., held that This is an appeal from an order denying a motion for university was entitled to award of attorney fees on basis attorneys' fees by the Board of Trustees of Florida of students' rejection of settlement proposal. Atlantic University based on proposals for settlement which it had made pre-trial. We reverse. Reversed and remanded. In December 1999, eight plaintiffs (Plaintiffs) filed suit against the Board of Regents of the Division of Universities of the Department of Education a rel. The West Headnotes (I) Florida Atlantic University (Defendant). Plaintiffs were former full-time students of Florida Atlantic University (FAU) who were enrolled in its physical therapy program. ill Costs The Complaint alleged that when Plaintiffs enrolled in filEffect of Offer of Judgment or Pretrial classes at FAU in 1997, the physical therapy program was Deposit or Tender not accredited; however, Defendant had made a promise to seek accreditation. This promise was stated in the Release requiring students to release all claims written Curriculum provided to Plaintiffs by Defendant. against university and third parties from any and Plaintiffs alleged that Defendant was obligated to use all actions or claims that students had or could reasonable diligence and good faith to perform its promise have had as of the date of execution was to pursue accreditation and that it breached this consistent with nature of a general release and obligation. In addition, Plaintiffs alleged that Defendant sufficiently clear and unambiguous, and thus, multiplied their damages by intentionally and repeatedly university was entitled to award of attorney fees misleading them about the status of accreditation between on basis of students' rejection of settlement May of 1997 and Spring of 1999. proposal containing release; students were not required to release all rights to sue university *508 On or about May II, 2001, Defendant served based on any causes of action accruing in the separate Proposals for Settlement on each of the Plaintiffs offering to settle each claim for $2,001. Each Proposal WestlawNext' © 2014 Thomson Reuters. No claim to original U.S. Government Works. 1 EFTA00679831  Haddad, Tonja 6126/2014 For Educational Use Only Bd. of Trustees of Florida Atlantic University v. Bowman, 853 So.2d 507 (2003) 180 Ed. Law Rep. 967, 28 Fla. L. Weekly D1825 was identical and contained the following relevant causes, claims, counterclaims, provisions: set-offs, and allegations which were raised or could have been I. The party or parties making the proposal is: THE raised relating to or arising out of BOARD OF REGENTS OF THE DIVISION OF certain action styled Laura UNIVERSITIES OF THE DEPARTMENT OF Bowman, et al., v. Florida Board of EDUCATION and THE FLORIDA ATLANTIC Regents, Palm Beach County UNIVERSITY, AND ITS AGENTS, EMPLOYEES, and Circuit Case No.: CL 99.12145 Al. SERVANTS. The General Release defined "First Party" and "Second Party" as including: 3. The proposal is attempting to resolve and settle the [S]ingular and plural, heirs, legal following claim or claims: Any and all claims which were raised or could have been raised in this action by representatives, agents, employees, attorneys, and assigns of any party against any other party. individuals and the subsidiaries, The Proposals also required each Plaintiff to execute a affiliates, parent corporations, and "General Release" that was attached as Exhibit "I" to the each of their respective present and Proposals. The General Release required each Plaintiff, former officers, agents, employees also referred to as "First Party" to: including, but not limited to, shareholders, directors, attorneys, HEREBY remise, release, acquit, insurers, sureties, successors and satisfy, and forever discharge the assigns of corporations, agencies, said Second Party, of and from all, or political bodies, wherever the and all manner of action and context so admits or requires. actions, cause and causes of action, suits, debts, dues, sums of money, More than thirty days passed from the service of those accounts, reckonings, bonds, bills, Proposals without acceptance; therefore, pursuant to specialties, covenants, contracts, Florida Rule of Civil Procedure 1.442(f)(1), the Proposals controversies, agreements, were deemed rejected. promises, variances, trespasses, damages, costs (including attorneys In October 2001, the trial court entered an order fees, expert fees, and out•of-pocket substituting the Board of Trustees of Florida Atlantic expenses), pre and post-judgment University in place of the Board of Regents, the original interest, obligations, losses, loss of defendant, because the Board of Regents had been services, expenses, compensation, abolished by statute. The Order stated that the Board of judgments, executions, claims and Trustees "shall step into the shoes of the Florida Board of demands whatsoever, in law or in Regents for all pleading purposes." The Order was equity, which said First Party ever entered based on a stipulation of the parties. The case had, now has, or which any proceeded and was set for jury trial. The jury found that personal representative, successor, Plaintiffs did have express, written contracts with heir or assign of said First Party, Defendant; however, they found that Defendant did not hereafter can, shall or may have, breach those contracts. The trial court entered a Final against said Second Party, for, *509 Judgment in favor of Defendant, the Board of upon or by reason of any matter, Trustees. cause or thing whatsoever, known and unknown, foreseen and Defendant filed a Motion for Attorneys' Fees and Costs unforeseen, from the beginning of and alleged that it was entitled to reasonable attorneys' the world to the day of these fees and costs based on Plaintiffs' rejections of the presents, and including all issues, Proposals for Settlement. The trial court denied WestlawNext © 2014 Thomson Reuters. No claim to original U.S. Government Works. 2 EFTA00679832  Haddad. Tonja 6/2612014 For Educational Use Only Bd. of Trustees of Florida Atlantic University v. Bowman, 853 So.2d 507 (2003) 180 Ed. Law Rep. 967, 28 Fla. L. Weekly D1825 Defendant's Motion for Attorneys' Fees and Costs based of the date of its execution. It did not bar any claims that on its determination that the Proposals for Settlement the plaintiff may have against the defendant after the date were invalid because the General Release contained in the of its execution. Id. Proposals required Plaintiffs to release all claims against Defendant, not just claims raised by the suit, and required In the instant case, the language in the General Release, Plaintiffs to release all claims against third parties to the even though expansive, is typical of other general releases action. The trial court found that those conditions and is clear and unambiguous. The fact that Plaintiffs are contained in the General Release did not give Plaintiffs a required to release Defendant for all claims which had determinable value with which to weigh their chances at accrued as of the date of the Proposal for Settlement does trial as required by this court's decision in Zalis v. M.E.J. not invalidate the Proposal for Settlement. The Florida Rich Corp., 797 So.2d 1289 (Fla. 4th DCA 2001). Supreme Court has held that general releases contained in proposals for settlement are enforceable to further the Defendant argues that the language in the Proposal for policy of encouraging settlements. See Mazzoni Farms, Settlement and General Release was consistent with the Inc. v. DuPont De Nemours & Co., 761 So.2d 306 nature of a general release and sufficiently clear and (FIa.2000) (recognizing that numerous Florida cases have unambiguous; therefore, the trial court should have upheld general releases, even when the releasing party enforced its rights under section 768.79, Florida Statutes was unaware of the defect at the time the agreement was (1997). We agree. executed). With respect to the trial court's first reason for finding the However, the trial court found that this requirement Proposals invalid, we hold the trial court's reliance on invalidated the Proposals on the basis of this Court's Zalis to be misplaced. In the instant case, the General decision in Zalis. *510 In Zalis, the defendant made a Release required Plaintiffs to release all claims against proposal for settlement prior to trial to settle the lawsuit Defendant from any and all actions or claims that for $20,000 under the condition that the parties exchange Plaintiffs had or could have had as of the date of mutual releases that neither the plaintiff nor any firm execution of the Proposal for Settlement and required associated with him would bring any future action against Plaintiffs to release claims against third parties to the the defendant or anyone accnriated with him. Zalis, 797 action. The Plaintiffs were also required to release all So.2d at 1290. The plaintiff refused the offer. The jury their claims against not only Defendant, but also found against the plaintiff and awarded the defendant Defendant's agents, employees, and servants. These $105,000 on his counterclaim. Thereafter the defendant factors are typical of a "general release" and do not filed a motion for attorneys fees pursuant to section invalidate the Proposals for Settlement. See Hold v. 768.79. The trial court denied the motion on the basis that Manzini, 736 So.2d 138, 141 (Fla. 3d DCA 1999). the condition in the settlement offer rendered it invalid. On appeal, this court in affirming the trial court focused In Hold, the third district analyzed identical language to on Rule I.442(c), which requires that proposals for that contained in the General Release in the instant case: settlement state with particularity any relevant conditions, state the total of the proposal and state with particularity [W]hich said first party ever had, all non•monetary terms of the proposal. This court noted now has, or which any personal that the proposal for settlement required the plaintiff to representative, successor, heir or release all rights to sue the defendant about anything at assign of said first party, hereafter any point in the future and held as follows: can, shall or may have against said second party, for, upon or by The condition that a plaintiff reason of any matter, cause of thing relinquish all rights to sue about whatsoever, from the beginning of anything at any point in the future the world to the day of these is intrinsically a condition presents. Id. incapable of being stated with the particularity required under section The third district determined that the above language was 768.79 of the Florida Statutes. No clear and unambiguous in that it required the plaintiff to reasonable estimate can be assigned release the defendant for all claims which had accrued as to such a waiver. The defendant's WestlawNexi © 2014 Thomson Reuters. No claim to original U.S. Government Works. 3 EFTA00679833  Haddad, Tonja 6126/2014 For Educational Use Only Bd. of Trustees of Florida Atlantic University v. Bowman, 853 So.2d 507 (2003) 180 Ed. Law Rep. 967, 28 Fla. L. Weekly D1825 offer simply did not give the considered unambiguous and should not invalidate the plaintiff a determinable value with proposal. See Sheen v. Lyon, 485 So.2d 422 (Fla.1986). In which to weigh his chances at trial. Sheen, the Florida Supreme Court held that a general release discharging a specifically named employer and its Id. at 1290.91 (emphasis added). agents and employees was clear and unambiguous in that it refers to those persons who were employed at the time The instant case is distinguishable from Zalis because of the alleged injury. Therefore, the language in the there is an important distinction between the release in instant case is sufficiently clear and should not be Zalis and the General Release in the instant case. In the considered a condition incapable of being stated with instant case, Plaintiffs were only required to release any particularity. and all claims they had up to the date of the Proposal for Settlement. They were not required to release all rights to All the facts and circumstances which Plaintiffs allege sue Defendant based on any causes of action accruing in entitle them to damages have already occurred and the future. It was the release of future claims in Zalis that Plaintiffs can fully evaluate their claims against this court found to be invalid. Defendant and its agents, employees and servants. The trial court erred in finding that the language in the General We next address the trial court's second reason for Release requiring Plaintiffs to release all claims against finding the Proposal for Settlement invalid, i.e., Plaintiffs defendant and its agents, employees, et al. rendered the were required to release claims against unnamed third Proposals for Settlement •511 invalid. We reverse and parties to the action. The Proposals for Settlement clearly remand for a determination of reasonable attorneys' fees state that the parties making the Proposals are "The Board and costs. of Regents of the Division of Universities of the Department of Education and the Florida Atlantic University, and its agents, employees, and servants." In addition, the General Release utilizes an expansive TAYLOR and MAY, U., concur. definition for the term "Second Party" which includes all agents, employees, attorneys, subsidiaries, affiliates, and shareholders among many others. Parallel Citations The inclusion of agents, employees, etc. is simply 180 Ed. Law Rep. 967, 28 Fla. L. Weekly DI825 standard language in a general release that should be End of Document C 2014 Thomson Reuters. No claim to original U.S. Government Works. WestlawNext © 2014 Thomson Reuters. No claim to original U.S. Government Works. 4 EFTA00679834