Third District Court of Appeal

State of Florida 

Opinion filed March 9, 2022.

Not final until disposition of timely filed motion for rehearing.

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No. 3D21-1453

Lower Tribunal No. 17-11008

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Robert Sakowitz,

Appellant,

vs.

Waterside Townhomes Community Association, Inc.,

Appellee.

An appeal from the Circuit Court for Miami-Dade County, Carlos 

Lopez, Judge.

Lydecker, LLP, and Forrest L. Andrews, and Kielan Saborit, for 

appellant.

John Paul Arcia, P.A., and John Paul Arcia, and Michael Farrar, for 

appellee.

Before LOGUE, MILLER, and LOBREE, JJ. 

MILLER, J.
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Appellant, Robert Sakowitz, challenges an order enforcing a 

settlement agreement and dismissing a civil lawsuit filed by appellee, 

Waterside Townhomes Community Association, Inc. On appeal, Sakowitz 

contends the settlement agreement failed for want of mutuality and, 

alternatively, the settlement offer expired because it was not accepted within 

a reasonable period of time. Discerning no error, we affirm in all respects.

BACKGROUND

In the underlying dispute, the Association filed suit against Sakowitz, 

the former president of its board of directors, and others, alleging violations 

of chapter 895, Florida Statutes (2022), the Florida RICO (Racketeer 

Influenced and Corrupt Organization) Act. See § 895.01, Fla. Stat. After two

versions of the complaint were dismissed, without prejudice, by the trial 

court, the Association and Sakowitz entered into settlement negotiations. 

In early February of 2020, the Association extended a settlement offer 

to Sakowitz and all co-defendants, save one. Approximately one month 

later, on March 4, 2020, Sakowitz and the co-defendants responded with a 

counteroffer. Eighty-five days later, the Association accepted the 

counteroffer by way of an email, while contemporaneously requesting 

information as to whether the offer included all of the defendants. 
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Sakowitz refused to acknowledge the acceptance, and the Association 

subsequently filed a motion to enforce the settlement agreement. Sakowitz 

opposed the motion, contending there was a lack of mutuality and the offer 

expired because acceptance was not effectuated within a reasonable period 

of time. 

After convening an evidentiary hearing, the trial court granted the 

motion, stating, in relevant part:

I’ve considered the motion. I realize that it’s eighty-four days; 

however, we were in the middle of a pandemic. It was a world 

pandemic. Everybody was [at] a standstill. The last thing on 

people’s minds were settlements of any kind. There were no 

time limitations in the offer, so I’m going to deny the motion to 

dismiss and I’m going to, in essence, tell you that I believe the 

motion for settlement should be enforced, should be granted. 

That’s the way I see it.

The instant appeal ensued.

STANDARD OF REVIEW

To the extent this appeal implicates the interpretation of a settlement 

agreement, the standard of review is de novo. Com. Cap. Res., LLC v.

Giovannetti, 955 So. 2d 1151, 1153 (Fla. 3d DCA 2007). Findings of fact

derived from the evidentiary hearing, however, “may not be disturbed on 

appeal unless shown to be unsupported by competent and substantial 

evidence or to constitute an abuse of discretion.” Zupnik Haverland, L.L.C. 

v. Current Builders of Fla., Inc., 7 So. 3d 1132, 1134 (Fla. 4th DCA 2009). 
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ANALYSIS

We reject the contention there was a lack of mutuality without further 

discussion and turn our analysis to whether the parties formed a binding 

contract. Sakowitz cites section 45.061, Florida Statutes, for the proposition 

that Florida law favors the acceptance of settlement offers within forty-five

days. Thus, the offer was not timely accepted. We conclude this reliance is 

misplaced. The forty-five day limit applies uniquely to a formal “offer for 

settlement,” and here, the offer was not formally “denominated as an offer 

under [section 45.061].” § 45.061(1), Fla. Stat. Consequently, the statutory 

time frame is inapplicable.

Our examination is instead informed by several well-established 

contractual principles. It is axiomatic that an offer to form a contract only 

remains open for a reasonable period of time, unless the offer itself states 

otherwise. See Minneapolis & St. L. Ry. Co. v. Columbus Rolling-Mill Co., 

119 U.S. 149, 151 (1886); see also Restatement (Second) of Contracts § 41 

(2021); 1 Arthur L. Corbin, Corbin on Contracts § 2.16 (2021). Hence, in the 

absence of an acceptance of the offer within a reasonable period of time, 

there is no contract. See Minneapolis & St. L. Ry. Co., 119 U.S. at 151. 

A reasonable time is “ordinarily . . . a question of fact, the determination 

of which will depend upon all of the circumstances surrounding the particular 
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offer and acceptance.” 1 Richard A. Lord, Williston on Contracts § 5:7 (4th 

ed. 2021). It can, however, be measured as “the time that a reasonable 

person in the exact position of the offeree would believe to be satisfactory to 

the offeror,” Corbin, supra, § 2.16, giving due consideration to the “the nature 

of the proposed contract, the purposes of the parties, the course of dealing 

between them, and any relevant usages of trade.” Restatement, supra, § 41

cmt. b.

Here, although the Association waited eighty-five days to effectuate 

acceptance, the counteroffer was formulated nearly one month after the 

original offer was extended. This suggests the parties were deliberate and 

unhurried in their course of dealing.

Further, as aptly observed by the trial court, the offer in this case was 

extended on the proverbial eve of the COVID-19 global pandemic. Less than 

two weeks later, many court operations were suspended and protective 

measures were implemented. See Fla. Admin. Order No. AOSC20-13 (Fla. 

Mar. 13, 2020) (on file with Clerk, Fla. Sup. Ct.) (suspending, among other 

things, all civil jury trials through March 27, 2020, in light of COVID-19 global 

pandemic); Fla. Admin. Order No. AOSC20-23, Amend. 1 (Fla. May 4, 2020) 

(on file with Clerk, Fla. Sup. Ct.) (extending suspension through July 2, 

2020). Indeed, the Association demonstrated at the evidentiary hearing that
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after the offer was extended, its attorney fell ill and his law offices closed. 

Other impediments to acceptance included the delay of necessary board 

approval, presumably precipitated by restrictions affecting travel and 

gatherings. 

Under these unusual circumstances, we cannot conclude the trial court 

abused its broad discretion in enforcing the settlement agreement. 

Accordingly, we affirm the order under review.

Affirmed.