EXHIBIT A 

Case 1:20-cv-21813-JEM Document 34-1 Entered on FLSD Docket 08/26/2020 Page 1 of 5
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As of: August 26, 2020 4:41 PM Z

Pinero v. Zapata

Court of Appeal of Florida, Third District

August 19, 2020, Opinion Filed

No. 3D20-759

Reporter

2020 Fla. App. LEXIS 11755 *

Eugenio Antonio Perasso Pinero, Appellant, v. Ysabel 

Testino Zapata, Appellee.

Notice: NOT FINAL UNTIL DISPOSITION OF TIMELY 

FILED MOTION FOR REHEARING.

Prior History: [*1] An Appeal from the Circuit Court for 

Miami-Dade County, Spencer Eig, Judge. Lower 

Tribunal No. 18-35315.

Core Terms

settlement, quitclaim, deadline, deed

Case Summary

Overview

HOLDINGS: [1]-The trial court exceeded the limited 

jurisdiction it reserved for itself in the agreed order of 

dismissal by granting appellee's emergency motion for 

relief to extend the deadlines under the mediated 

settlement agreement because the agreement did not 

afford appellee with any additional extension beyond the 

May 1 deadline to pay the settlement sum, and the 

agreement included the mandatory terms "shall" 

throughout the relevant provisions to make clear what 

was required of each party.

Outcome

Reversed and remanded.

LexisNexis® Headnotes

Business & Corporate Compliance > ... > Contracts 

Law > Types of Contracts > Settlement Agreements

Civil Procedure > Appeals > Standards of 

Review > De Novo Review

Contracts Law > Contract Interpretation

Civil Procedure > Appeals > Standards of 

Review > Questions of Fact & Law

HN1[ ] Types of Contracts, Settlement Agreements

Construction of contractual terms is a question of law, 

which an appellate court reviews de novo, provided that 

the language is clear and unambiguous and free of 

conflicting inferences. Where the contractual language 

is clear and unambiguous, courts may not indulge in 

construction or modification and the express terms of 

the settlement agreement control.

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Pinero v. Zapata

Governments > Courts > Authority to Adjudicate

HN2[ ] Courts, Authority to Adjudicate

Courts may not rewrite a contract or interfere with the 

freedom of contract or substitute their judgment for that 

of the parties thereto in order to relieve one of the 

parties from the apparent hardship of an improvident 

bargain.

Counsel: Duarte Law Firm, and Eugenio Duarte; 

Arnaldo Velez, for appellant.

The Law Office of Fausto A. Rosales, P.A., and Fausto 

A. Rosales, for appellee.

Judges: Before EMAS, C.J., and SALTER and 

GORDO, JJ.

Opinion by: SALTER

Opinion

SALTER, J.

Eugenio Antonio Perasso Pinero ("Pinero") appeals a 

post-dismissal order which granted Ysabel Testino 

Zapata ("Zapata") relief from a mediated settlement 

agreement between the parties by extending deadlines 

in that agreement. Because the trial court exceeded its 

limited jurisdiction to enforce the terms and conditions of 

the mediated settlement agreement, we reverse the 

post-dismissal order.

Facts and Procedural History

This appeal arose out of an action for a partition sale of 

two encumbered condominium units between equal coowners, Pinero and Zapata. The parties litigated the 

matter for over sixteen months before entering into a 

mediated settlement agreement on February 23, 2020 

(the "Agreement").

The parties entered into the Agreement "freely and 

voluntarily, with the advice of counsel," and understood 

"its terms and consequences." Pursuant to the 

unambiguous terms of the Agreement, [*2] Zapata was 

to tender $ 200,000.00 to Pinero by April 1, 2020. If she 

failed to do so, then she was granted an "automatic 

extension" through May 1, 2020 to pay the settlement 

sum. Should Zapata fail to tender the required sum by 

May 1, she would then relinquish her interest in the 

subject properties to Pinero by quitclaim deed. 

Alternatively, if Zapata paid the settlement sum by the 

agreed deadline, she was also required to obtain 

refinancing on the properties to relieve Pinero of any 

further financial obligations by June 1, 2020. Again, 

should Zapata fail to satisfy this term in the Agreement, 

she was obligated to turn over her interest in the 

properties to Pinero through a quitclaim deed.

The parties did not include any provision for extension 

beyond the express provision for a single extension to 

May 1. They did not add provisions treating 

impossibility, force majeure, Act of God, or any term that 

might alter the mandatory "pay" or "convey" terms. To 

the contrary, they included a merger clause (Paragraph 

25) which underscored their intention to exclude other 

terms from the Agreement.

Upon the parties' joint motion, on February 27, 2020, the 

trial court entered an agreed order approving [*3] the 

Agreement, dismissing the case, and reserving 

jurisdiction "to enforce the terms and conditions of the 

stipulation." Thereafter, on May 6, 2020, Zapata moved 

for emergency relief from the Agreement and for an 

order to deposit a quitclaim deed into the court registry. 

Zapata asserted that her timely performance under the 

Agreement had become impossible, and the purpose of 

the Agreement had been frustrated, due to the Covid-19 

pandemic.

Following a special set Zoom hearing the day after, the 

trial court granted Zapata's emergency motion. The 

court, observing "the dire circumstances present 

because of the pandemic," granted Zapata an extension 

to pay a quarter of the remaining settlement sum by 

May 12, 2020, and an extension through May 18, 2020, 

to pay the final quarter.1 The court also granted Zapata 

1 At the hearing, as well as in her emergency motion, Zapata 

informed the court that she had deposited half of the 

settlement sum into her counsel's trust account, and thus, she 

sought a "small extension" to pay the other half.

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Pinero v. Zapata

an extension through August 31, 2020 to obtain 

refinancing on the properties, and ordered her to deposit 

the quitclaim deed, in favor of Pinero, into the court 

registry.

Zapata complied with the trial court's order and 

subsequently filed a motion to compel enforcement of 

the Agreement. In turn, Pinero filed an emergency 

motion to stay the case pending review of the trial 

court's post-dismissal [*4] order. Both motions were 

denied by the trial court. Pinero's appeal followed.

Analysis

We have jurisdiction over the post-dismissal order under 

Florida Rule of Appellate Procedure 9.130(a)(3)(C)(ii) as 

a non-final order determining the right to immediate 

possession of property.

Settlement agreements are contractual in nature 

and are therefore, interpreted and governed by 

contract law. HN1[ ] Construction of contractual 

terms is a question of law, which we review de 

novo, provided that the language is clear and 

unambiguous and free of conflicting inferences. 

Where the contractual language is clear and 

unambiguous, courts may not indulge in 

construction or modification and the express terms 

of the settlement agreement control.

Commercial Capital Res., LLC v. Giovannetti, 955 So. 

2d 1151, 1153 (Fla. 3d DCA 2007) (internal quotation 

marks and citations omitted).

The trial court exceeded the limited jurisdiction it 

reserved for itself in the agreed order of dismissal by 

granting Zapata's emergency motion for relief to extend 

the deadlines under the Agreement.2 The Agreement 

2 We decline to address, as urged upon by the Appellee, the 

Administrative Orders recently issued by Florida courts due to 

the Covid-19 pandemic. The jurisdiction of a trial court for 

enforcing settlements is limited and differs from the court's 

broad authority to grant extensions of time in other settings. 

Compare Paulucci v. Gen. Dynamics Corp., 842 So. 2d 797, 

803 (Fla. 2003) ("[T]he extent of the court's continuing 

jurisdiction to enforce the terms of the settlement agreement is 

circumscribed by the terms of that agreement."), with 

Camacho v. Peoples Bank of Lakeland, 529 So. 2d 360 

(Fla. 2d DCA 1988) ("It is within the broad discretion of the 

trial court to grant or deny an extension of time, and the 

exercise of that discretion will usually be upheld unless it is 

totally unreasonable.").

specified that Zapata was required to pay the settlement 

sum by April 1, 2020. If she failed to do so, then she 

was granted an automatic extension through May 1 to 

pay the required sum. If she failed to pay by May 1, then 

Pinero was entitled to a quitclaim deed. The [*5] 

Agreement did not afford Zapata with any additional 

extension beyond the May 1 deadline to pay the 

settlement sum. It gave her only thirty days after the 

initial deadline of April 1. Moreover, the Agreement 

includes the mandatory terms "shall" throughout the 

relevant provisions to make clear what is required of 

each party.

The trial court essentially voided the Agreement's 

provision requiring Zapata to turn over her interest in the 

properties to Pinero should she be unable to pay the 

settlement sum by May 1. In its place, the trial court 

afforded Zapata an additional extension to pay the 

settlement sum and to obtain refinancing on the 

properties. HN2[ ] The trial court exceeded its 

jurisdiction and effectively rewrote the terms and 

conditions voluntarily agreed to by the parties under the 

Agreement. See Beach Resort Hotel Corp. v. Wieder, 

79 So. 2d 659, 663 (Fla. 1955) ("It is well settled that 

courts may not rewrite a contract or interfere with the 

freedom of contract or substitute their judgment for that 

of the parties thereto in order to relieve one of the 

parties from the apparent hardship of an improvident 

bargain.") (citations omitted).

The parties, with the advice of counsel, executed a 

comprehensive agreement and contemplated an 

extension [*6] for Zapata to pay the settlement sum if 

she could not pay it by the April 1 deadline. Even more, 

the parties agreed to "timely perform such acts that are 

reasonably necessary or that may be reasonably 

requested by the other party to effectuate the 

provisions" of the Agreement.

Accordingly, the trial court was obligated to enforce the 

mediated settlement agreement as voluntarily agreed 

upon by the parties. See McCutcheon v. Tracy, 928 So. 

2d 364, 364 (Fla. 3d DCA 2006) ("[A] court may not 

deviate from the terms of a voluntary contract either to 

achieve what it might think is a more appropriate result 

or 'to relieve the parties from the apparent hardship of 

an improvident bargain.'") (quoting Wieder, 79 So. 2d at 

663). Pinero is entitled to a quitclaim deed from Zapata 

per the unambiguous terms of their Agreement.

Reversed and remanded for further proceedings 

consistent with this opinion.

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Pinero v. Zapata

End of Document

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