Estate of Gunderson v. School Dist. of Hillsborough County, 2006 WL 2612678 (Fla. 1st DCA Sept. 13, 2006)
Apparently the Hillsborough County School District wanted to get out of a $52,808 workers’-comp’ settlement agreement in the worst way possible. The decedent in this case signed the settlement agreement — then died before signing the general release agreed to as part of the deal. When the decedent’s widow sought to enforce the settlement agreement, the School District told her to take a hike. Widow lost this argument before the probate court! (Just goes to show, nothing is ever certain in litigation . . . even if the legal issues are a slum dunk in your favor.)
Widow then appealed the probate court’s order – and won on appeal. The 1st DCA reversed the probate court’s order and rejected the School Board’s two arguments for non-enforcement. The School Board had argued that the settlement agreement was unenforceable (1) because execution of the general release – by the decedent – was a condition to the formation of a contract between the parties, and (2) the settlement agreement was a personal services contract that could only be performed by the decedent – because only he could sign the general release. The 1st DCA unequivocally rejected both of these arguments. The following excerpts from the linked-to opinion reflect the 1st DCA’s rationale on both counts:
In defense of its failure to perform the settlement agreement, the E/C asserts that the deceased’s execution of the general release and voluntary resignation were either conditions precedent or conditions subsequent to the formation of a valid contract and, thus, the failure to execute the documents renders the settlement agreement non-binding. This argument is without merit. Provisions of a contract will only be considered conditions precedent or subsequent where the express wording of the disputed provision conditions formation of a contract and or performance of the contract on the completion of the conditions. [Citations omitted.] No such wording exists in the disputed contractual provisions.
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The general rule is that contracts for personal services contain an implied condition that such contracts dissolve at the time of the contractor’s death. See CNA Int’l Reinsurance Co., Ltd. v. Phoenix, 678 So.2d 378, 380 (Fla. 1st DCA 1996). Restatement (Second) of Contracts § 262 defines a contract for “personal services” as a contract where the existence of a particular person is necessary for the performance of a duty. In addition, section 733.612(2), Florida Statutes (2004), authorizes a personal representative to “perform or compromise, or when proper, refuse to perform, the decedent’s contracts····” Similarly, section 733.612(24), Florida Statutes (2004), authorizes a personal representative to “satisfy and settle claims.” . . . The duty of performance on the claimant’s part was a duty which could statutorily be performed by his representative in the event of his death through the effectuation of the necessary documents. These were not duties which the claimant’s death rendered impossible to perform. . . . More importantly, the death of a claimant following the execution of a settlement agreement will not affect the agreement’s enforcement if the personal representative can show that a binding contract was reached. See Jacobson v. Ross Stores, 882 So.2d 431 (Fla. 1st DCA 2004).