MARISOL AYALA VERA v. RENE RICARDO DIAZ TOLEDO

• Court: District Court of Appeal of Florida
• Decided: March 1, 2023
• Docket: 22-0969
• Status: Published

Opinion

Third District Court of Appeal State of Florida

Opinion filed March 1, 2023. Not final until disposition of timely filed motion for rehearing.

________________

No. 3D22-0969 Lower Tribunal No. 18-16882 ________________

Marisol Ayala Vera, Appellant,

vs.

Rene Ricardo Diaz Toledo, Appellee.

An appeal from the Circuit Court for Miami-Dade County, Ivonne Cuesta, Judge.

Law Offices of Karim Batista, P.A., and Karim Batista, and Tyler Miller, for appellant.

Gulisano Law, PLLC, and Michael Gulisano (Boca Raton), for appellee.

Before EMAS, LINDSEY, and MILLER, JJ.

MILLER, J. Appellant, Marisol Ayala Vera, the former wife, appeals from a final

judgment dissolving her marriage to appellee, Rene Ricardo Diaz Toledo,

the former husband, and enforcing the terms of a marital settlement

agreement. The primary issue on appeal is whether a preliminary letter

penned by the former husband’s counsel, which conspicuously stated it was

“an offer to enter into settlement negotiations” and “not a strict contract offer

that [could] comprise a contract upon acceptance,” but instead “an offer to

negotiate on the general terms set forth herein which can only be concluded

and construed to be a binding agreement upon rendition of a specific

independent written instrument signed by both of the parties,” was subject to

acceptance and court-ordered enforcement under contractual principles.

Putting aside the fact that the purported acceptance did not mirror the

proposal, a well-settled body of legal authority compels the conclusion the

letter was merely an invitation to negotiate. See Spigler v. Se. Pub. Serv.

Co., 610 So. 2d 521, 522 (Fla. 3d DCA 1992) (“Preliminary negotiations

designed to lead to an agreement do not, by themselves, constitute an

agreement, as there is no mutuality of obligation or consideration.”); Utopia

Provider Sys., Inc. v. Pro-Med Clinical Sys., LLC, 196 So. 3d 557, 563 (Fla.

4d DCA 2016) (same); 17A Am. Jur. 2d Contracts § 49 (2023) (“An invitation

to enter into negotiations is not an offer . . . .”); Leesburg Cmty. Cancer Ctr.

2 v. Leesburg Reg’l Med. Ctr., Inc., 972 So. 2d 203, 206 (Fla. 5th DCA 2007)

(“[N]o person . . . is bound by a contract absent the essential elements of

offer and acceptance . . . .”); see also Knowling v. Manavoglu, 73 So. 3d 301,

303 (Fla. 5th DCA 2011) (quoting Montgomery v. English, 902 So. 2d 836,

837 (Fla. 5th DCA 2005)) (“For acceptance of an offer to bind the maker of

the offer, it ‘must be absolute, unconditional[ ] and identical with the terms of

the offer.’”); Pena v. Fox, 198 So. 3d 61, 63 (Fla. 2d DCA 2015) (“[T]he

acceptance must be a ‘mirror image’ of the offer in all material respects, or

else it will be considered a counteroffer that rejects the original offer.”);

Thomas v. Thomas, 304 So. 3d 819, 820–21 (Fla. 1st DCA 2020) (same).

Indeed, to find otherwise would defeat the plain language of the letter.

Accordingly, we reverse the final judgment under review and remand for

further proceedings consistent herewith.

Reversed and remanded.