JOHN E. STEELE, Senior District Judge.
This matter comes before the Court on the Defendant's Motion to Enforce Settlement Agreement and Memorandum of Law in Support Thereof (Doc. #59) filed on January 7, 2016. The Court ordered Plaintiffs to respond (Doc. #60) on January 26, 2016. Plaintiffs have failed to respond, and the time to do so has expired. Also pending before the Court are Defendant's Motion to Dismiss Plaintiffs' First Amended Class Action Complaint (Doc. #42) and Plaintiffs' Motion for Class Certification (Doc. #44), filed on June 9, 2015 and June 23, 2015, respectively. For the reasons set forth below, Defendant's Motion to Enforce Settlement Agreement is granted.
Following the purchase of a BMW 2014 MINI Cooper, Plaintiffs Karen Jarvis and Michael Jarvis ("Plaintiffs") filed an eight-count Class Action Complaint against Defendant, BWM of North America, LLC (BMW NA), alleging various claims related to the purchase of the vehicle. (Doc. #41.) Plaintiffs allege that BMW NA willfully failed to identify overstatements in the vehicle's fuel economy and miles per gallon ("MPG") and that the purchase of their vehicle came with a guarantee that the car "would get 40 MPG Highway, 29 MPG City, and 33 MPG Combined." (
Over the course of September and October 2015, Plaintiffs and the Defendant discussed terms regarding an individual settlement. These discussions culminated in BMW NA's transmittal to Plaintiffs' counsel of a draft Confidential Settlement Agreement on October 27, 2015. (Doc. #59-1, ¶¶ 2-4.) After several email exchanges with revisions to the draft settlement agreement, on October 29, 2015, Plaintiffs' counsel acknowledged that a complete agreement as to all essential terms had been reached and transmitted a copy of the final Confidential Settlement Agreement to BMW NA for execution. (
On November 12, 2015, BMW NA executed the Confidential Settlement Agreement and returned it to Plaintiffs. (
Under federal law, a district court has inherent power to summarily enforce settlement agreements entered into by parties in a pending case.
In Florida, a settlement agreement is considered to be a contract and, as such, is governed by the general principles of Florida contract law regarding both construction and enforcement.
If an intent to settle the essential terms can be established, "it does not matter that the agreement is not fully executed."
Florida law is clear that a settlement agreement may be reached through a series of email exchanges.
Defendant contends that all of the necessary conditions for enforcement of the settlement agreement are present. (Doc. #59, pp. 4-5.) The record is clear that Plaintiffs' attorney had clear and unequivocal authority to enter into the settlement agreement. The exchange of emails between the parties serves as evidence of an expressed offer to settle. (Doc. #59-1, pp. 4-12.) The series of emails represent an acceptance of the offer and the memorializing of the terms in the settlement agreement further signifies that all essential terms were agreed upon. The drafted settlement agreement was read and each party was given the opportunity to make changes and alterations. When the draft arrived at a mutually agreeable form, Plaintiffs' counsel indicated to BMW NA that Plaintiffs had accepted the terms of the agreement and intended to be bound by those terms. Plaintiffs' counsel asked counsel for BMW NA to "begin the process of obtaining [his] client's signature," and represented that they would do the same for the Plaintiffs. (Doc. #59-1, p. 8.) The series of emails indicate that all of the essential terms of the settlement had been agreed upon and represented a communication of acceptance by the offerees, Plaintiffs, to the offeror, BMW NA. Thus, the Plaintiffs' subsequent attempted revocation was ineffective.
While Plaintiffs did not physically sign the settlement agreement, there is no legal requirement that the agreement be memorialized in a formal document in order for it to be enforceable. Absent an expressed intent by the parties that no binding contract exist until negotiations are reduced to a formal writing, the lack of a formal document does not negate the existence of a binding contract.
Based upon the settlement agreement, the Defendant's Motion to Dismiss (Doc. #42) and Plaintiffs' Motion for Class Certification (Doc. #44) are both moot.
Accordingly, it is hereby
1. The Defendant's Motion to Enforce Settlement Agreement and Memorandum of Law in Support Thereof (Doc. #59) is
2. Defendant's Motion to Dismiss Plaintiff's First Amended Class Action Complaint and Incorporated Memorandum of Law in Support (Doc. #42) is
3. Plaintiffs' Motion for Class Certification (Doc. #44) is
4. The parties are bound by the provisions of the Confidential Settlement Agreement and Release, and pursuant to that agreement the case is
5. The Clerk is hereby directed to enter judgment accordingly, terminate all previously scheduled deadlines and pending motions, and close the case.