Background
Sean and Danielle Gleason own 22 acres in Merritt Island, Florida, where they live and operate Gleason Landscaping. A neighboring 100-plus-acre tract was acquired by IFP Development, LLC for a residential development. The Gleasons sued IFP, its engineers, and entities alleged to be successors in interest, alleging that development activity damaged their property.
The parties settled. IFP agreed to pay the Gleasons $200,000, grant them a nonexclusive easement over specified road rights-of-way, and enter a purchase-and-sale agreement for six acres at the north end of the Gleasons’ property. That purchase agreement allowed IFP to terminate during due diligence if it found the parcel unsuitable. The settlement expressly provided that the Gleasons would retain the easement if the six-acre sale was not completed under the agreement’s terms.
IFP deemed the parcel unsuitable and terminated the purchase agreement. The Gleasons refused to dismiss the lawsuit, contending that IFP’s nonbreaching termination caused a failure of consideration. The circuit court enforced the settlement, dismissed the action with prejudice, and awarded attorney’s fees while reserving the amount.
The Court’s Holding
The Fifth District affirmed. Reviewing the contractual interpretation issue de novo, the court held that the settlement’s plain, unambiguous language did not make dismissal contingent on IFP completing the six-acre purchase.
The Gleasons received and retained the other agreed consideration: $200,000 and the nonexclusive easement. The settlement anticipated that the purchase might not close under the purchase agreement and specifically preserved the easement in that event. Because IFP permissibly terminated after due diligence, and because the agreement supplied other consideration, its termination was not a failure of consideration excusing the Gleasons from dismissing the case.
Key Takeaways
- Florida courts enforce unambiguous settlement agreements according to their plain language.
- A settlement can remain enforceable when a contemplated transaction does not close, if the agreement expressly addresses that outcome and provides other consideration.
- A party cannot claim failure of consideration based on conduct the settlement and incorporated agreement expressly permitted.
Why It Matters
The decision underscores the importance of drafting settlement agreements as integrated documents. Where a settlement incorporates a contingent purchase agreement, the parties should state clearly whether failure of that transaction affects the release, dismissal obligation, or other settlement consideration.
For litigants, a provision preserving a benefit if a contingent sale fails may establish that the settlement remains binding even though the sale never closes.