A settlement agreement does not need to be executed for it to be enforceable as long as there was a MEETING OF THE MINDS. The same rings true for any contract regardless of whether the contract is signed – THERE NEEDS TO BE A MEETING OF THE MINDS.
In a recent case dealing with the settlement agreement on a construction lien, the essential settlement terms (money and mutual release) were memorialized in an e-mail exchange between the parties (owner and subcontractor). The settlement required the owner to pay the principal amount plus some attorney’s fees and then a mutual general release would be prepared. In response to the confirmatory email, the owner sent a check, which the subcontractor deposited, but the owner refused to sign the release signed and sent by the subcontractor. The owner further claimed it doesn’t need to pay the attorney’s fees because the lien amount was paid in full. The subcontractor sued arguing the owner breached the terms of the settlement. The appellate court agreed.
The law of contracts governs settlements. “To form a binding contract there must be an offer and acceptance.” “[A]n acceptance must contain an assent — or meeting of the minds — to the essential terms contained in the offer.” “The making of a contract depends not on the agreement of two minds in one intention, but on the agreement of two sets of external signs — not on the parties having meant the same thing but on their having said the same thing.” “There must therefore be an objective manifestation by both parties of assent to the same terms.”
We find that a valid and enforceable settlement exists between the parties because there was “an objective manifestation by both parties of assent to the same terms.” The parties “said the same thing” and agreed to all essential elements — which includes use of a mutual general release. The [owners] objectively demonstrated their assent in several ways: not objecting to the settlement confirmation email, sending the check in the negotiated amount, and replying “ok, thanks, will have to you tomorrow” to the email with the proposed release. [The owner’s] testimony on his subjective intent and state of mind does not overcome these objective, external signs.
Adonel Concrete Corp. v. Furshman, 51 Fla. L. Weekly D1292c (Fla. 3d DCA 2026) (internal citations omitted).
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