Moore v. Donegal, No. 788, September Term, 2019, Opinion by Graeff, J. 

SETTLEMENT CONTRACTS — OFFER AND ACCEPTANCE — LAPSE 

In contract law, an offer is a conditional promise, and the offeree has the power to accept 

the offer and create a contract. When an offer provides no specified time for acceptance, it 

must be accepted within a time reasonable under the circumstances or it will lapse and can 

no longer be accepted. When a settlement offer that does not specify a time for acceptance 

is made while the trial is still proceeding, the issue whether the offer was accepted in a 

reasonable amount of time generally is an issue of fact to be determined by the trier of fact. 

Here, where the offer was accepted prior to final judgment, within approximately two hours 

after appellee stated that the offer was still on the table, the issue whether appellant 

accepted the offer within a reasonable time was a question of fact. The circuit court erred 

in granting appellee’s motion for summary judgment based on its finding, as a matter of 

law, that the offer lapsed.
Circuit Court for Baltimore County 

Case No. 03-C-18-7009

REPORTED

IN THE COURT OF SPECIAL APPEALS

OF MARYLAND

No. 788

September Term, 2019

______________________________________

TRINA MOORE

v.

DONEGAL MUTUAL INSURANCE 

COMPANY

______________________________________

Graeff,

Leahy,

Shaw Geter,

JJ.

______________________________________

Opinion by Graeff, J.

______________________________________

Filed: September 30, 2020

*Kehoe, J., did not participate in the decision to 

report this opinion pursuant to Md. Rule 8-605.1.
Trina Moore, appellant, filed a complaint against Donegal Mutual Insurance 

Company (“Donegal”), appellee, alleging that Donegal breached a settlement agreement 

negotiated in the underlying case of Moore v. Belmont, No. 03-C-17-000487. Both parties 

filed motions for summary judgment. After a hearing, the Circuit Court for Baltimore 

County denied Ms. Moore’s Motion for Summary Judgment and granted Donegal’s Motion 

for Summary Judgment. The court entered judgment in favor of Donegal, finding that there 

was no settlement agreement in the underlying case because Ms. Moore did not accept 

Donegal’s offer until after it had lapsed.

On appeal, Ms. Moore presents the following questions for this Court’s review, 

which we have rephrased slightly, as follows:

1. Did the circuit court err in granting Donegal’s Motion for Summary 

Judgment?

2. Did the circuit court err in denying Ms. Moore’s Motion for Summary 

Judgment?

For the reasons set forth below, we shall reverse the judgment of the circuit court.

FACTUAL AND PROCEDURAL BACKGROUND1

I.

Moore v. Belmont

On January 18, 2017, Ms. Moore filed a negligence claim against Belmont 

Hospitality Inc. (“Belmont”) in Moore v. Belmont. Trial began on May 16, 2018. Ms. 

1 Because this is an appeal relating to rulings on motions for summary judgment, 

the facts come from affidavits, depositions, and responses to requests for admissions of 

fact. 
2

Moore was represented by Joseph Spicer and Seymour Goldstein. Belmont’s trial counsel 

was Christian Mann.

Michelle DiNizo was the insurance adjuster Donegal assigned to Ms. Moore’s claim

against Belmont. Prior to trial, Donegal offered to pay Ms. Moore $18,000 to settle her 

personal injury claims.

On May 17, 2018, at approximately 10:30 a.m., Mr. Goldstein called Ms. DiNizo 

and advised that Ms. Moore would settle the case for $21,500. Ms. DiNizo stated that 

Donegal was only willing to pay $18,000. In his deposition, Mr. Goldstein stated, and 

Donegal does not dispute on appeal, that Ms. DiNizo affirmed that the $18,000 offer was 

“still on the table.”

The trial then continued. Ms. Moore closed her case, and according to Donegal, 

Ms. Moore did not call any witnesses to testify that Belmont acted negligently. Prior to 

the lunch recess, Belmont moved for judgment.

During the lunch recess, Ms. Moore’s counsel advised counsel for Donegal that Ms. 

Moore accepted the offer of $18,000 to settle her personal injury claim. Defense counsel 

stated that he needed to speak to the insurance adjuster. Mr. Mann called Ms. DiNizo, who

advised that the $18,000 offer was no longer available.

Mr. Goldstein then called Ms. DiNizo and confirmed that Ms. DiNizo previously 

had said that the $18,000 offer was still on the table. Ms. DiNizo advised that she had 

made a mistake in saying that. During her deposition, Ms. DiNizo explained that she 

should have told Mr. Goldstein in the first conversation that Donegal was not willing to 

pay $18,000.
3

Mr. Spicer brought the issue of the settlement offer to the attention of the circuit 

court, but the court refused to address it. At the close of trial, Belmont again moved for

judgment, and the court denied the motion. On May 18, 2018, the jury returned a verdict 

finding that Belmont was not negligent.

II.

Moore v. Donegal 

On May 23, 2018, Ms. Moore filed a complaint against Donegal in the District Court 

for Baltimore County. Donegal requested a jury trial, and the case was moved to circuit 

court. In her amended complaint, Ms. Moore stated she was seeking $18,000 due to 

Donegal’s breach of the settlement agreement.2

Ms. Moore filed a Motion for Summary Judgment, alleging that there was no dispute 

of material fact that the parties created a contract. Donegal also filed a Motion for 

Summary Judgment, alleging that there was no dispute of material fact that there was no

breach of contract between the parties.

On June 17, 2019, the circuit court held a hearing on the motions for summary 

judgment. At the hearing, counsel for Ms. Moore argued that there was no dispute of 

material fact in this case and only a question of law, i.e., whether a contract was formed 

when Ms. Moore accepted the $18,000 offer. She asserted that, after the initial $18,000 

offer and her $21,500 demand, the adjuster said that the $18,000 offer was still on the table, 

2 Ms. Moore initially sued Ms. DiNizo as well, but she subsequently dismissed Ms. 

DiNizo as a party.
4

and her acceptance of that offer a couple of hours later was given within a reasonable time. 

Accordingly, a contract was formed.

Donegal argued that summary judgment should be granted for three reasons. First,

it asserted that, because there was a counter demand of $21,500, “everything is washed 

out.” Second, counsel noted that, although the $18,000 offer was on the table at 10:30 

a.m., there was no evidence that the adjuster said that the $18,000 offer was “going to 

continue for any period of time.” He asserted that Donegal was entitled to summary 

judgment because there was a lapse of time before acceptance of the offer. Counsel argued

that, once Belmont made its motion for summary judgment in the underlying case, things 

had changed, and Ms. Moore knew that the case was “in big trouble” because she had 

closed her case without producing evidence that the defendant had notice of the defect that 

she asserted caused her to fall.3 Third, Donegal argued that, because there was no release, 

there was no settlement agreement.

The court determined that Ms. Moore was not entitled to summary judgment, and it 

denied her motion. The court found, however, that Donegal was entitled to summary 

judgment. It stated: 

Specifically, I find that the offer had lapsed after a reasonable amount of 

time. A passage of time is not just about hours, minutes and seconds ticking 

by on a clock, the context matters. And in this case the context for the timing 

was that the trial had advanced to a different procedural posture, and I find 

that that is the time at which the offer had lapsed. So the Motion for 

Summary Judgment made by Donegal Mutual Insurance Company is 

3

Inconsistently, counsel argued that there was a dispute regarding what was a 

reasonable lapse of time, although he stated that, in the context of a jury trial, that time is 

very short.
5

granted, and the Court will enter judgment in favor of Donegal Mutual 

Insurance Company and against the Plaintiff Moore.

This appeal followed.

DISCUSSION

Ms. Moore contends that the circuit court erred in granting Donegal’s Motion for 

Summary Judgment and denying her motion. She asserts that Donegal “made an openended offer with no restrictions to settle [her] tort claim,” which she accepted, “thereby 

creating a settlement contract between” her and Donegal. She asserts that there was “no 

evidence that the offer had lapsed,” and her acceptance of the offer was within a reasonable 

amount of time when it was given within two hours from when she was told that the offer 

was “still on the table.” Ms. Moore contends that there is no legal authority to support the 

circuit court’s ruling that a change in the procedural posture of a case causes a settlement 

offer to lapse as a matter of law.

Donegal contends that the circuit court properly granted its Motion for Summary 

Judgment. Although Donegal disputes that an “open-ended offer” was made during the 

initial discussion, for purposes of argument in support of the court’s grant of its Motion for 

Summary Judgment, it assumes that the offer was “open-ended.” It argues, however, that 

there is no dispute that any such offer had lapsed by the time Ms. Moore accepted it. 

Donegal argues that, when a party does not specify “a time within which the offer is to be 

accepted,” the other party must “accept the offer within a reasonable period of time, after 

it was made, for there to be a contract.” It asserts that, in the “circumstances of an ongoing 

litigated trial, the reasonable period of time for a party to accept an offer would end at the 
6

time the trial is resumed and going forward,” and Ms. Moore’s decision to accept $18,000 

two hours later was “far too late.”4

This Court has set forth the standard of review of an order granting a motion for 

summary judgment, as follows: 

“On review of an order granting summary judgment, our analysis ‘begins 

with the determination [of] whether a genuine dispute of material fact exists; 

only in the absence of such a dispute will we review questions of law.’” 

D’Aoust v. Diamond, 424 Md. 549, 574 (2012) (quoting Appiah v. Hall, 416 

Md. 533, 546 (2010)). We review the record “‘in the light most favorable to 

the non-moving party and [we] construe any reasonable inferences that may 

be drawn from the well-pled facts against the moving party.’” Id. (quoting 

Muskin v. State Dep’t of Assessments & Taxation, 422 Md. 544, 554–55 

(2011)). 

If, after reviewing the record, we determine “there is no material fact 

in dispute,” we then “determine whether the trial court correctly granted 

summary judgment as a matter of law.” Doe v. Md. State Bd. of Elections, 

428 Md. 596, 606 (2012). “Our determination of whether the trial court’s 

grant of summary judgment is proper ‘is a question of law, subject to a nondeferential review on appeal.’” Id. (quoting Tyler v. City of College Park, 

415 Md. 475, 498 (2010)).

Woolridge v. Abrishami, 233 Md. App. 278, 307–08 (quoting Heit v. Stansbury, 215 Md. 

App. 550, 555 (2013)), cert. denied, 456 Md. 96 (2017). And, we generally review “only 

the grounds upon which the trial court relied in granting summary judgment.” River Walk 

4 Donegal also contends that the circuit court “did not abuse its discretion” in 

denying Ms. Moore’s Motion for Summary Judgment. It asserts that, for purposes of this 

motion, it disputes that the $18,000 offer initially discussed was “open-ended.” It argues 

that Ms. Moore’s counteroffer to settle the case for $21,500 terminated the initial $18,000 

offer. Although Ms. DiNizo stated that Donegal was still willing to pay $18,000 at that 

time, there was no evidence of the specific wording used during the phone calls. Donegal 

additionally contends that, without acceptance of the terms of the release, there was no 

contract. Donegal also argues, in support of the court’s denial of Ms. Moore’s Motion for 

Summary Judgment, that without acceptance of the terms of a release, there was no 

settlement. 
7

Apts., LLC v. Twigg, 396 Md. 527, 541–42 (2007) (quoting Standard Fire Ins. Co. v. 

Berrett, 395 Md. 439, 451 (2006)). 

“Settlement agreements are enforceable as independent contracts, subject to the 

same general rules of construction that apply to other contracts.” 4900 Park Heights 

Avenue, LLC v. Crowmwell Retail 1, LLC, 246 Md. App. 1, 19–20 (quoting Erie Ins. Exch. 

v. Estate of Reeside, 200 Md. App. 453, 460 (2011)), cert. denied, __Md.__, 2020 WL 

4530233 (2020). In contract law, an “offer is always a conditional promise” and the offeree 

has the power to accept the offer and create a contract. Md. Supreme Corp. v. Blake Co., 

279 Md. 531, 539, 541 (1977). “It is horn book law,” however, that when an offer provides 

no specified time for acceptance, it must be accepted “within a time reasonable under the 

circumstances or the offer will lapse and a subsequent attempt to accept will be of no 

affect.” Barnes v. Euster, 240 Md. 603, 607 (1965). Whether a party accepted an offer 

within a reasonable amount of time generally is a question of fact for the trier of fact to 

decide. Id. at 607–08. If “the facts and permissible inferences are undisputed,” however, 

a court can decide the issue as a matter of law. Id. at 608.

Here, there is no dispute that, at the time of the 10:30 a.m. phone call, after Donegal 

rejected Ms. Moore’s demand of $21,500, Ms. DiNizo advised that the offer of $18,000 

was still on the table. The issue is whether the offer lapsed or Ms. Moore accepted this 

offer within a reasonable amount of time.

In Barnes, 240 Md. at 607–08, the Court of Appeals stated that “[g]enerally, whether 

a delay in accepting an offer is unreasonable under the circumstances is a question for the 

trier of fact to decide, but if the facts and permissible inferences are undisputed, as they are 
8

here, a court will rule on the point as a matter of law.” In that case, there was an offer to 

purchase land subject to obtaining rezoning within six months. Id. at 604–05. After that

time passed, without the requisite rezoning, the seller notified the purchaser that the 

contract had been terminated. Id. at 605. Two years later, the purchaser stated that it was 

willing to waive the condition that rezoning be obtained. Id. at 605–06. The Court held 

that the delay in accepting the offer with a waiver of the condition was unreasonable as a 

matter of law, given the seller’s notification of termination and the rapidly rising prices of 

real estate. Id. at 607.

Here, we are not dealing with a delay of several years before Ms. Moore accepted 

the offer. Rather, the delay was approximately two hours. The circuit court found that the 

delay was unreasonable given the context of the case, i.e., that it was during trial and the 

procedural posture of the case was different at the time the offer was made from when Ms. 

Moore attempted to accept it.

We have not found any case in Maryland standing for the proposition that settlement 

offers lapse, as a matter of law, when the procedural posture of a case changes. 

Nevertheless, Donegal seeks a bright line rule that a reasonable period of time to accept an 

offer made during trial “would end at the time the trial is resumed and going forward.” We 

are not persuaded.

To be sure, the reasonable time to accept an offer would end if there was a final 

judgment entered against the plaintiff. See, e.g., Sherrod ex. Rel. Cantone v. Kidd, 155 

P.3d 976, 978 (Wash. Ct. App. 2007) (Settlement offer “expired when the arbitrator 

announced the award[.]”); Graham v. HHC St. Simons, Inc., 746 N.E. 2d 157, 161 (Ga. Ct. 
9

App. 2013) (Reasonable time for plaintiff to accept settlement offer was before trial court 

entered summary judgment, where motion for summary judgment was pending when 

defense made the offer.). When an offer that does not specify a time for acceptance is 

pending while trial is still proceeding, however, the issue whether the offer was accepted 

in a reasonable amount of time generally is an issue of fact to be determined by the trier of 

fact.

Our conclusion is supported by Yaros v. Trustees of University of Pennsylvania, 742 

A.2d 1118 (Pa. Super. Ct. 1999). In that case, Dr. Yaros brought a negligence claim against 

the University after she fell at its ice-skating rink. Id. at 1119. During trial, settlement 

discussions ensued, but no settlement was reached. Id. at 1119–20. At the conclusion of 

testimony, the University reiterated its offer of $750,000. Id. at 1120. Counsel did not 

give Dr. Yaros a time limit to accept the offer, stating only “you’ve got to get back to me.” 

Id. After closing arguments, counsel for Dr. Yaros advised that she accepted the 

University’s offer. Id. The University’s attorney responded: “I don’t know if it’s still 

there, judge.” Id. The next day, Dr. Yaros attempted to enforce the settlement, but the 

judge denied the motion, pending a hearing and the jury’s verdict. Id. The jury then

rendered a defense verdict in favor of the University. Id. Dr. Yaros then filed a motion to 

enforce the settlement agreement, which the court granted. Id. 

On appeal, the Superior Court of Pennsylvania rejected the University’s argument 

that the settlement offer lapsed, as a matter of law, because Dr. Yaros did not accept it in a 

reasonable amount of time. Id. at 1124. The court stated: 
10

What is a reasonable time is ordinarily a question of fact to be decided by the 

jury and is dependent upon the numerous circumstances surrounding the 

transaction. . . . Such circumstances as the nature of the contract, the 

relationship or situation of the parties and their course of dealing, and usages 

of the particular business are all relevant.

Id. (quoting Vaskie v. West Am. Ins. Co., 556 A.2d 436, 438–39 (Pa. Super. Ct. 1989)). 

The court acknowledged that there were situations where the issue could be an issue of 

law:

What is a reasonable time for acceptance is a question of law for the court in 

such commercial transactions as happen in the same way, day after day, and 

present the question upon the same data in continually recurring instances; 

and where the time taken is so clearly reasonable or unreasonable that there 

can be no question of doubt as to the proper answer to the question. Where 

the answer to the question is one dependent on many different circumstances, 

which do not continually recur in other cases of like character, and with 

respect to which no certain rule of law could be laid down, the question is 

one of fact for the jury.

Id. (quoting Boyd v. Merchants’ and Farmers’ Peanut Co., 25 Pa. Super. 199, 205 (1904)). 

The court upheld the trial court’s treatment of the issue as a question of fact in that case, 

noting that the circumstances of settlement discussions vary in different cases. Id. 

Additionally, it upheld that court’s factual finding that the 70-minute delay to accept the 

offer was not unreasonable, even though the offer was made during trial. Id. at 1125. 

Here, where the offer was accepted prior to final judgment, within approximately 

two hours after the offer was stated to be still on the table, the issue whether the offer was 

accepted within a reasonable amount of time is an issue of fact. Accordingly, the circuit 
11

court erred in granting Donegal’s Motion for Summary Judgment based on its finding, as 

a matter of law, that the offer lapsed.5

JUDGMENT OF THE CIRCUIT COURT 

FOR BALTIMORE COUNTY REVERSED. 

CASE REMANDED FOR FURTHER 

PROCEEDINGS CONSISTENT WITH 

THIS OPINION. COSTS TO BE PAID BY 

APPELLEE.

5 Because the case involves a dispute of material fact, the circuit court properly 

denied Ms. Moore’s Motion for Summary Judgment.