When a commercial real estate relationship ends in litigation, there may be a strong desire to settle. One of the vital parts of settling a commercial dispute is making sure that both sides have, in fact, mutually agreed to all of the essential terms that a settlement needs to cover. A South Florida commercial landlord lost its bid to enforce a settlement it thought it had with a unit owner within its park because no valid settlement existed. The 4th District Court of Appeal concluded that the communications between the two sides never actually added up to mutual assent regarding each of the topics in dispute.
The two sides involved were Global Commerce Center Association, Inc., which owned a commercial park in Broward County, and E Qualcom Corp., one of the park’s unit owners. The agreement between Global and the unit owners allowed the landlord to demand payments from the unit owners for improvements, maintenance, and charges related to common areas. The landlord and E Qualcom eventually found themselves in a dispute over the unit owner’s alleged non-payment of certain maintenance assessments.
After considerable litigation, including one appeal heard by the 4th DCA in 2011, the two sides’ attorneys engaged in furious and fervent settlement negotiations during the weekend before their 2013 trial. The sides appeared close to settling. In fact, the unit owner’s attorney even once told the landlord’s attorney, “Yes, we are settled.” Following several weeks’ silence, the landlord filed a motion with the trial court, seeking an order to enforce the settlement. At this point, the unit owner balked, challenging the motion. The two sides did not have a binding agreement, it claimed. The trial court granted the landlord’s request for an order, concluding that the string of emails between the two sides’ lawyers contained within them enough evidence to show that the unit owner and the landlord reached an agreement on each of the essential elements of the settlement.
The unit owner challenged this ruling and won on appeal. The law requires the side that wishes to enforce a settlement to establish that the other side agreed to all of the terms of the settlement. In this case, Global had to prove that each of the vital terms was adequately specific and that both sides mutually agreed to each of those essential pieces.
Rather than proving the existence of a mutually agreed and valid settlement, the emails in this case established that the two sides fell clearly short of reaching a complete agreement. As an example, one term involved the “assignment of any rent upon default” to Global, which was an essential demand made by the landlord. The chain of emails included a message from the unit owner’s lawyer stating that the unit owner could not agree to make such a rent assignment to the landlord, due to pre-existing obligations to a lender, but the landlord should not worry about this issue. This “don’t worry” exhortation was “nothing more than an expression of optimism that a settlement could be reached, not an acknowledgement that it had been accomplished,” the court wrote.
There are many things that must be determined when settling a commercial dispute. Sometimes, one of those things can be whether or not you have a settlement. For conscientious and determined representation throughout every step of the process, contact the Florida commercial litigation attorneys at Stok Folk + Kon. Our hardworking attorneys can help you obtain a settlement to protect you interests or, if settlement is impossible, assist you through the litigation process.
Contact us online or by calling (305) 935-4440 to schedule your consultation.
More blog posts:
South Florida Commercial Tenant Escapes $2M in Damages Because Lease Did Not Require it to Remove Subtenant, Florida Business Lawyers Blog, Oct. 30, 2015
Miami-Dade Commercial Tenant Wins Evidentiary Hearing to Prove Payments Counted as Rent, Florida Business Lawyers Blog, Oct. 8, 2015