DISTRICT COURT OF APPEAL OF THE STATE OF FLORIDA

FOURTH DISTRICT

E QUALCOM, CORP.,

Appellant,

v.

GLOBAL COMMERCE CENTER ASSOCIATION, INC., a Florida not-forprofit corporation,

Appellee.

No. 4D14-4108

[November 18, 2015]

Appeal from the Circuit Court for the Seventeenth Judicial Circuit, 

Broward County; John J. Murphy, III, Judge; L.T. Case No. 08-1242 CACE 

21.

Michael R. Bass of Michael R. Bass, P.A., Fort Lauderdale, for appellant.

Michael R. D’Lugo and Michael A. Holtmann of Wicker, Smith, O’Hara, 

McCoy & Ford, P.A., Orlando, for appellee.

SHEPHERD, CAROLINE, Associate Judge.

E Qualcom Corp. (“Qualcom”) and its commercial landlord, Global 

Commerce Center Association, Inc. (“Global”), were engaged in settlement 

negotiations when negotiations stalled. Thereafter, Global filed with the 

trial court a motion to enforce settlement. The trial court granted the 

motion, finding that “the parties reached an agreement on the essential 

elements of their settlement as evidenced by the chain of emails between 

the parties and memorialized in the settlement stipulation entered into 

evidence.” Qualcom appealed. We reverse because there was not 

competent, substantial evidence of an agreement between the parties as 

to all the essential terms of a settlement.

Relevant Procedural History

Global is the owner of a commercial park located in Weston, Florida, in 

which Qualcom is a unit owner. Global is authorized to impose 

assessments against unit owners in the business park for improvements, 

maintenance, and payments related to the common areas.
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On January 10, 2008, Global filed a two-count complaint against 

Qualcom. Count I was a lien foreclosure action for non-payment of 

maintenance assessments; count II was a claim for money damages for the 

unpaid assessments. Qualcom contested the allegations and filed a twocount counterclaim for negligence and breach of contract. On September 

3, 2009, the trial court granted Global’s motion for partial summary 

judgment of foreclosure and entered final summary judgment against 

Qualcom on its counterclaim. Qualcom appealed and this Court reversed, 

holding that Global failed to prove the absence of genuine issues of 

material fact relating to Qualcom’s allegations of damages from Global’s 

failure to provide proper maintenance. E. Qualcom Corp. v. Global 

Commerce Ctr. Ass’n, 59 So. 3d 347 (Fla. 4th DCA 2011).

On March 14, 2012, the trial court granted Qualcom’s motion for partial 

summary judgment as to the lien foreclosure count. A jury trial was set 

for September 24, 2013, on Global’s claim for damages from unpaid 

assessments and Qualcom’s counterclaims for negligence and breach of 

contract. A hearing on the pending motions in limine was scheduled for 

September 23. The weekend before trial saw a flurry of negotiations in the 

form of emails between the lawyers for Qualcom (Samuel B. “Clay” Reiner 

II (“Reiner”)) and Global (Leonard Wilder (“Wilder”)). Settlement appeared 

imminent; however, several key issues required resolution before the 

parties could finalize the agreement. 

Email Settlement Negotiations

Beginning September 21, 2013, at 5:59 p.m., an email from Wilder to 

Reiner suggested there was an agreement to resolve the case: “Clay, I

think we have a potential settlement per $ terms discussed with you and 

Michael.” 

According to Global, these settlement terms included: (1) Qualcom 

would pay $26,250 over twelve months; (2) an insurance company would 

pay Qualcom $15,000 to be transferred immediately to Global; (3) a 

mutual release subject to enforcement of settlement; (4) Global will give 

five days notice to cure any default by Qualcom and, if not cured, Global 

gets a judgment for the current amount owed (approx. $70,000) plus 

accrued assessments, less payments made; and (5) assignment of any rent 

upon default to Global.

Reiner responded by email on September 22: “I think all is well – just 

getting confirmation for (sic) the you-know-who . . . .” Later the same day, 

Wilder asked: “Clay, it’s been six hours. Do we have a settlement or not? 

Please advise.” Reiner responded later that afternoon: “Yes we are settled, 
3

but first payment in October – he can’t do sooner – . . . . The rent payments 

can’t be assigned – they already are to lender. But don’t worry . . . .” 

The remainder of the emails discussed cancelling the hearing and trial, 

forwarding the proposed settlement agreement, and requests from Wilder 

to Reiner to confirm that the case was indeed settled and that the parties

could finalize the documents. Reiner responded that he would have his 

assistant cancel the trial. Several days later, after promptings from Wilder, 

Reiner stated that he was in mediation and that he had an associate 

working with the client on some revisions. Significantly, there was no 

“smoking gun” email hammering out definitive settlement terms, and 

Reiner never responded with any revisions to the settlement agreement.

On October 15, 2013, frustrated with Reiner’s silence and the length of 

time exhausted to cement the agreement, Global filed its Motion to Enforce 

Settlement.

Hearings on Global’s Motion to Enforce Settlement

On March 7, 2014, the trial court began the hearing on Global’s Motion 

to Enforce Settlement. Global introduced fifteen emails in support of its 

contention that a binding settlement was reached.

On August 29, 2014, at a subsequent hearing on the motion, Reiner 

and Luis Navia, Qualcom’s principal, testified about five sticking points in 

the negotiations that had not been resolved. First, Qualcom opposed 

making twelve payments instead of fourteen; the shortened payment 

schedule required it to pay $312.50 more per month. Second, Qualcom 

opposed the assignment of rents—a factor mentioned in one of Reiner’s 

September 22 emails. Third, Qualcom disagreed on the amount it should 

pay if it defaulted under the settlement agreement. Fourth, Qualcom 

disputed its responsibility for roof assessments—part of the lien 

foreclosure count for which it had secured a summary judgment. Fifth, 

Qualcom opposed the application of the $30,000 Global was holding 

pending the outcome of the case. In addition, during his testimony, Reiner 

waffled repeatedly about the scope of his authority to settle the case.

Discussion

“The party seeking to enforce a settlement agreement bears the burden 

of showing the opposing party assented to the terms of the agreement.”

Spiegel v. H. Allen Holmes, Inc., 834 So. 2d 295, 297 (Fla. 4th DCA 2002) 

(citing Carroll v. Carroll, 532 So. 2d 1109 (Fla. 4th DCA 1988)). Here, 

Global bears the burden of showing that the terms are sufficiently specific 

and that there was mutual agreement as to every essential element. Don 
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L. Tullis & Assocs., Inc. v. Benge, 473 So. 2d 1384, 1386 (Fla. 1st DCA 

1985).

The emails in this case demonstrate the lawyers’ failure to finalize the 

terms of the settlement before cancelling the trial. Although such a 

cancellation, without an actual settlement agreement, might have been the 

proper subject for sanctions, it does not supply the missing material terms 

of a settlement. Both attorneys desired a settlement, but their desire never 

bore fruit. In fact, one of Reiner’s September 22 emails clearly refers to a 

problem with rent assignment, a material term of the settlement that 

Global wanted to enforce. Reiner’s admonition in that email, “don’t worry,” 

is nothing more than an expression of optimism that a settlement could 

be reached, not an acknowledgement that it had been accomplished. 

The record in this case fails to demonstrate the existence of an 

enforceable settlement agreement. Moreover, the record fails to 

conclusively demonstrate whether, in fact, Reiner had the authority to 

settle the case. See Ponce v. U-Haul Co. of Fla., 979 So. 2d 380, 383 (Fla. 

4th DCA 2008) (reversing where record demonstrated that while attorney 

had authority to negotiate settlement terms, “U-Haul failed to meet its 

burden to prove that [the attorney] had a clear and unequivocal grant of 

authority . . . to file a proposal for settlement”).

Accordingly, we reverse the trial court’s order enforcing the settlement 

agreement and remand for further proceedings. We affirm as to all 

remaining issues.

GROSS and TAYLOR, JJ., concur.

* * *

Not final until disposition of timely filed motion for rehearing.