Local Access, LLC v. Peerless Network, Inc.

• Court: Court of Appeals for the Eleventh Circuit
• Decided: July 5, 2018
• Docket: 17-13841
• Status: Unpublished

Opinion

Case: 17-13841 Date Filed: 07/05/2018 Page: 1 of 4

[DO NOT PUBLISH]

IN THE UNITED STATES COURT OF APPEALS

FOR THE ELEVENTH CIRCUIT ________________________

No. 17-13841 ________________________

D.C. Docket No. 6:14-cv-00399-PGB-TBS

LOCAL ACCESS, LLC, a Florida Limited Liability Company,

Plaintiff - Counter Defendant - Appellee,

BLITZ TELECOM CONSULTING, LLC, a Florida Limited Liability Company,

Plaintiff - Appellee,

versus

PEERLESS NETWORK, INC., an Illinois Corporation,

Defendant - Counter Claimant - Appellant. Case: 17-13841 Date Filed: 07/05/2018 Page: 2 of 4

________________________

Appeal from the United States District Court for the Middle District of Florida ________________________

(July 5, 2018)

Before JORDAN and ROSENBAUM, Circuit Judges, and MARTINEZ, * District Judge.

PER CURIAM:

Peerless Network, Inc. appeals the district court’s order of August 10, 2017,

which granted the plaintiffs’ motion to enforce the settlement agreement between

the parties and dismissed the case with prejudice. The district court found that the

parties had mutually agreed on the terms of a settlement agreement, as set forth in

a series of emails between their lawyers. The district court also determined that the

terms of the agreement, as stated in the final nine bullet points in the emails, were

sufficiently definite and certain so as to constitute an enforceable settlement

agreement.

Peerless argues that both determinations were clearly erroneous. See Devlin

v. Ingrum, 928 F.2d 1084, 1090 (11th Cir. 1991) (“A district court’s determination

regarding the existence of a valid contract will not be set aside unless clearly

* Honorable Jose E. Martinez, United States District Judge for the Southern District of Florida, sitting by designation. 2 Case: 17-13841 Date Filed: 07/05/2018 Page: 3 of 4

erroneous.”) (quotations omitted). We disagree. Having reviewed the parties’

briefs, and with the benefit of oral argument, we affirm.

“The construction and enforcement of settlement agreements are governed

by principles of the [forum] state’s general contracts law.” Wong v. Bailey, 752

F.2d 619, 621 (11th Cir. 1985). The parties argued, variously, that Florida or

Illinois contract law governed whether the parties formed an enforceable

settlement agreement. It does not matter which law applies. Under both states’

contract law, it was not clear error to find that the parties formed an enforceable

settlement agreement. See Wilson v. Wilson, 46 F.3d 660, 666 (7th Cir. 1995)

(settlement agreements are enforceable under Illinois law if there is an offer,

acceptance, and “a meeting of the minds as to the terms of the agreement”); Cty.

Line Nurseries & Lanscaping, Inc. ex. rel. Bankr. Tr. v. Glencoe Park Dist., 46

N.E.3d 925, 932 (Ill. App. Ct. 2015) (“A meeting of the minds exists whenever the

parties’ conduct objectively indicates an agreement to the terms of the settlement,

even if one or more parties did not subjectively intend to be bound.”); Pena v. Fox,

198 So. 3d 61, 63, 64 (Fla. 2d DCA 2015) (“a settlement agreement is formed

when there is mutual assent and a meeting of the minds between the parties,” and

subjective intentions are irrelevant because “[t]he writing itself is the evidence of

what the parties meant or intended”).

3 Case: 17-13841 Date Filed: 07/05/2018 Page: 4 of 4

Here, there are ample objective indications that the parties agreed on the

terms of the agreement (identified in the final nine bullet points), as shown by the

series of emails between the parties’ lawyers. And the terms set out in the bullet

points are sufficiently definite. The district court did not clearly err.

AFFIRMED.