1 NATION TECH. CO. v. A1 TELETRONICS, 2D04-2947 (Fla.App. 2 Dist. 6-22-2005)

1 NATION TECHNOLOGY CORP., a Florida corporation, and RICK McKAY, individually, Appellants, v. A1 TELETRONICS, INC., a Florida corporation, Appellee.

Case No. 2D04-2947.District Court of Appeal of Florida, Second District.
Opinion filed June 22, 2005.

Appeal from the Circuit Court for Pinellas County, Crockett Farnell, Judge.

Darryl R. Richards, of Johnson, Pope, Bokor, Ruppel Burns, L.P., Tampa for Appellant 1 Nation Technology Corp., and John H. Rains, III, of John H. Rains, III, P.A., Tampa for Appellant Rick McKay.

Richard C. McCrea, Jr., and Scott T. Silverman, of Zinober
McCrea, P.A., Tampa, for Appellee.


1 Nation Technology Corp. and Rick McKay, prevailing defendants in the trial court, appeal from an order denying them attorney’s fees and costs in accordance with their offer of judgment made pursuant to section 768.79, Florida Statutes (2002), and Florida Rule of Civil Procedure 1.442. The defendants also appeal from the order denying them costs as prevailing parties pursuant to section 57.041, Florida Statutes (2002). We reverse.

Procedural History
Asserting tortious interference with an employment contract and tortious interference with its business relationships, A1 Teletronics, Inc. sued 1 Nation and its president, Rick McKay. A1 also sought an injunction against the defendants. Prior to trial, the defendants served A1 with an offer of judgment pursuant to section 768.79 in the amount of $50,000. A1 rejected the offer and proceeded to trial. Following a jury verdict of no liability on the part of the defendants, the defendants sought to recover their attorney’s fees and costs incurred since the date of their offer. The trial court denied them fees and costs, finding that their offer was deficient because it failed to state with particularity all nonmonetary terms, namely that the offer failed to mention A1’s request for injunctive relief. The trial court also denied the defendants their costs as prevailing parties.

The Offer of Judgment
Because it is critical to the resolution of this case, we set forth the exact language of the defendants’ offer of judgment that is relevant to this appeal.

2. This proposal is being made to resolve all claims that are or may be made by the Plaintiff against all Defendants in this action arising out of the incident or incidents that gave rise to Plaintiff’s Complaint, including all direct and derivative causes of action that are, or may be maintained by Plaintiff against Defendants.
3. The relevant conditions of this Offer/Proposal are that the Parties will execute a Mutual General Release of All Claims against each other; and direct their attorney to execute a Joint Stipulation for Dismissal and signed Final Disposition Form to conclude the present lawsuit.
4. The total amount of the Offer/Proposal is Fifty Thousand and no/100 Dollars ($50,000.00), which shall be paid by Defendants to Plaintiff. Defendants will be jointly and severally responsible for a single payment of $50,000.00. This payment does not include any claims for punitive damages. The Defendants are not offering any amount for the Plaintiff’s claimed punitive damages.
5. The Offer/Proposal is to include the settlement of all current and potential attorney’s fees and costs.

Rule 1.442, which implements section 768.79, permits any party to make a proposal to any other opposing party. Section 768.79
authorizes an award of attorney’s fees and costs when a defendant files an offer of judgment that is not accepted by a plaintiff and the final judgment is of no liability or an amount at least 25% less than the offer. In this case, the jury returned a verdict of no liability on the part of the defendants, so there is no dispute that the mathematical requirements of section 768.79 are satisfied. Rather, the parties disagree about whether the offer is legally insufficient to support an award of fees and costs because it fails to comply with rule 1.442(c)(2)(D)’s requirement that the offer state with particularity all nonmonetary terms and conditions.

This court has previously stated that rule 1.442(c) intends for a proposal for judgment to be as specific as possible, leaving no ambiguities so that the recipient can fully evaluate its terms and conditions. United Serv. Auto. Ass’n v. Behar, 752 So. 2d 663, 665 (Fla. 2d DCA 2000). Furthermore, if accepted, the proposal should be capable of execution without the need for judicial interpretation. Proposals for settlement are intended to end judicial labor, not create more.

Lucas v. Calhoun, 813 So. 2d 971, 973 (Fla. 2d DCA 2002). In a similar case, we have noted that the dismissal of a lawsuit is a proper and relevant condition in an offer of judgment. RDRComputer Consulting Corp. v. Eurodirect, Inc., 884 So. 2d 1053, 1057 (Fla. 2d DCA 2004).

Here, the trial court found that the offer failed to specifically address A1’s claim for injunctive relief, rendering the offer fatally defective. The term “particularity” as used in rule 1.442(c) means that the offeror must provide “specific details” of any condition or nonmonetary term. Swartsel v.Publix Super Mkts., Inc., 882 So. 2d 449, 453 (Fla 4th DCA 2004) (“The rule intends for a proposal for judgment to be as specific as possible, leaving no ambiguities so that the recipient can fully evaluate its terms and conditions[,]” (quoting Lucas, 813 So. 2d at 973)). We do not agree with the trial court’s finding because the defendants’ offer, especially when read as a whole, provides the particularity the rule requires. Paragraph two states that the proposal intends “to resolve all claims” made by A1 “in this action arising out of the incident giving rise to the Plaintiff’s complaint.” A1’s request for an injunction is a claim for relief made by the plaintiff, in the pending action, which arose from the incident that was the focus of the lawsuit.[1] Further, paragraph three requires A1 to execute a general release of all pending claims and a dismissal of the case with prejudice so that the entire case may be brought to a close. The offer clearly encompasses the resolution of the injunction claim because it seeks to settle all claims, which necessarily includes the claim for injunction. The offer presents no ambiguity and the recipient can fully evaluate the offer without judicial interpretation or intervention.

The trial court based its conclusion that the offer lacked the necessary particularity on RLS Business Ventures v. SecondChance Wholesale, Inc., 784 So. 2d 1194 (Fla. 2d DCA 2001). We find this case distinguishable. In RLS, Second Chance was one of the plaintiffs and had two claims pending against RLS Business Ventures. Another plaintiff also had two claims pending against RLS. RLS, on the other hand, had asserted various counterclaims and third party claims. We concluded that the offer was deficient because it failed to identify which of the pending claims was contemplated in the offer. Second Chance’s offer merely stated, “Counter-defendants . . . offer judgment to Counter Plaintiff RLS Business Ventures, Inc., in the total amount of $50,000.00 inclusive of court costs and attorneys fees.” Second Chance’s failure to specify which claims were encompassed in the offer created an ambiguity that the recipient could not resolve. In comparison, 1 Nation’s and McKay’s offer unambiguously specifies that it applies to all claims pending before the court. The defendants’ offer to dispose of all claims in the case for $50,000 requires no judicial interpretation.

The offer that 1 Nation and McKay served on A1 was sufficiently particular to satisfy the requirements of section 768.79 and to entitle them to an award of their reasonable attorney’s fees and costs incurred since the date of their offer. The defendants additionally contend that it was error for the trial court to deny them all their costs as prevailing parties in this litigation, as contemplated in section 57.041. A1 has wisely conceded error on this second point. Because we conclude the trial court erred on both points, we reverse and remand for a hearing to ascertain the proper amount of attorney’s fees and costs to be awarded.

Reversed and remanded with instructions.



[1] The basis of the lawsuit was A1’s contention that 1 Nation had hired a former employee of A1’s in derogation of the former employee’s noncompete agreement.