Christopher A. Berman, et al v. Thomas Kafka, et al

[DO NOT PUBLISH]
IN THE UNITED STATES COURT OF APPEALS
FOR THE ELEVENTH CIRCUIT
________________________
No. 12-12839
Non-Argument Calendar
________________________
D.C. Docket No. 3:10-cv-00718-TJC-MCR
CHRISTOPHER A. BERMAN,
Plaintiff-Appellant,
TRIFECTA GAMING USA, INC.,
Plaintiff,
versus
THOMAS KAFKA,
JULIE KAFKA,
Defendants-Appellees.
________________________
Appeal from the United States District Court
for the Middle District of Florida
________________________
(May 9, 2013)
Case: 12-12839 Date Filed: 05/09/2013 Page: 1 of 7

-- 1 of 7 --

2
Before TJOFLAT, MARCUS and PRYOR, Circuit Judges.
PER CURIAM:
In this case, before a Magistrate Judge, the parties—Christopher Berman and
Thomas and Julie Kafka—entered into a settlement agreement, the terms of which
were placed on the record. After the Kafkas’ attorney formalized the agreement,
Berman refused to sign it. The Magistrate Judge then held a hearing and issued a
Report and Recommendation (“R & R”) recommending that the agreement as
drafted be enforced according to its terms. Berman objected to the R & R before
the District Judge. He also moved the court separately to disqualify the Kafkas’
attorney for conflict of interest and to “withdraw from the Stipulated Settlement
Agreement and to Re-Negotiate” because (1) he was on pain medication that
reduced his capacity to agree to a settlement; (2) the Kafkas’ attorney had a
conflict of interest; and (3) he was fraudulently induced to agree to certain
settlement terms because the Kafkas misrepresented that they were properly
incorporated in Florida. Order, April 24, 2012.
The District Judge rejected Berman’s motion to disqualify as frivolous;
denied the motion to withdraw from the settlement agreement as “unpersuasive,”
and ordered the settlement “effective according to its terms notwithstanding the
absence of Plaintiff’s signature.” Id. at 3. Berman now appeals, arguing that the
District Judge should have held an evidentiary hearing to permit him to establish
Case: 12-12839 Date Filed: 05/09/2013 Page: 2 of 7

-- 2 of 7 --

3
fraud in the inducement, that he was under duress when he agreed to the
settlement, that the settlement was the product of mistake, and that the pain
medications he was taking at the time impaired his capacity to contract. We
affirm.
We review the decision to enforce a settlement agreement without an
evidentiary hearing for an abuse of discretion. Murchison v. Grand Cypress Hotel
Corp., 13 F.3d 1483, 1485 (11th Cir. 1994). Summary enforcement of an alleged
settlement is improper when there is a substantial factual dispute as to its terms.
Id. at 1486.
The contract law of the forum state governs the construction and
enforcement of settlement agreements. Wong v. Bailey, 752 F.2d 619, 621 (11th
Cir. 1985). In Florida, courts favor settlement agreements and will enforce them
when it is possible to do so. Robbie v. City of Miami, 469 So. 2d 1384, 1385 (Fla.
1985). Entering into a valid contract requires, among other things, capacity of the
parties to enter a contract and a meeting of the minds. Id. at 1385-86; Douglas v.
Ogle, 85 So. 243, 244 (Fla. 1920).
As to capacity, in Florida, “mere weakness of mind, unaccompanied by any
other inequitable incident, if the person has sufficient intelligence to understand the
nature of the transaction and is left to act upon his own free will, is not a sufficient
ground to set aside an agreement.” Douglas, 85 So. at 244; see also Feinberg v.
Case: 12-12839 Date Filed: 05/09/2013 Page: 3 of 7

-- 3 of 7 --

4
Leach, 243 F.2d 64, 67-68 (5th Cir. 1957) (holding that “mere incapacity of a party
is no reason for cancelling a written agreement whose terms that party correctly
heard and evidently understood”).
In Florida, an objective test is used to determine whether a contract is
enforceable—“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.”
Robbie, 469 So. 2d at 1385. A court will enforce a settlement agreement as long as
there is objective evidence to enable the court to discover the essential terms of the
settlement. Id. at 1386. A settlement agreement is enforceable if there is a clear
understanding of the agreement on the record “notwithstanding that it was subject
to being reduced to writing at a later time.” Farrell v. Farrell, 661 So. 2d 1257,
1258-59 (Fla. Dist. Ct. App. 1995).
A settlement agreement should not be invalidated unless there is “(1) failure
of the agreement to satisfy required elements for a contract, (2) illegality, (3) fraud,
(4) duress, (5) undue influence or, (6) mistake.” Lotspeich Co. v. Neogard Corp.
416 So. 2d 1163, 1165 (Fla. Dist. Ct. App. 1982).
In order to prevail on a claim for fraud in the inducement, a party must
show: (1) the misrepresentation of a material fact; (2) knowledge that the
representation is false; (3) intent to induce reliance; and (4) an injury from
Case: 12-12839 Date Filed: 05/09/2013 Page: 4 of 7

-- 4 of 7 --

5
justifiable reliance. Palumbo v. Moore, 777 So. 2d 1177, 1179 (Fla. Dist. Ct. App.
2001). Fraud in the inducement of a contract renders that contract voidable.
Mazzoni Farms, Inc. v. E.I. DuPont De Nemours and Co., 761 So. 2d 306, 313
(Fla. 2000).
Duress is a condition of the mind produced by an improper external pressure
or influence that practically destroys the free agency of a party. Cooper v. Cooper,
69 So. 2d 881 (Fla. 1954). To demonstrate duress, a party must show “(1) that one
side involuntarily accepted the terms of another, (2) that circumstances permitted
no other alternative, and (3) that said circumstances were the result of coercive acts
of the opposite party.” Woodruff v. TRG-Harbour House, Ltd., 967 So. 2d 248,
250 (Fla. Dist. Ct. App. 2007).
A settlement agreement can be rescinded for unilateral mistake if, among
other things, “the mistake did not result from an inexcusable lack of due care.”
Stamato v. Stamato, 818 So. 2d 662, 664 (Fla. Dist. Ct. App. 2002). For example,
in that case, it was not a mistake warranting rescission when the trial court had
ruled on a motion and the appellant was unaware of the ruling at the time of
settlement. Id. at 663-65.
The District Court did not abuse its discretion here in finding that the parties
formed an oral contract. First, Berman had capacity to contract, as he was left to
act upon his own free will, and he failed to show any inequity beyond “mere
Case: 12-12839 Date Filed: 05/09/2013 Page: 5 of 7

-- 5 of 7 --

6
weakness of mind.” Second, both parties agreed to the agreement’s essential
terms—a monetary settlement payment, dismissal of certain lawsuits, and
confidentiality—and there was an external showing of agreement as to these terms.
Berman’s alleged internal confusion as to those terms did not prevent the
formation of the contract. In light of the above, Berman and the Kafkas entered
into an oral contract to settle with no substantial dispute as to the terms which
required an evidentiary hearing.
The court properly found no evidence of fraud in the inducement of the
contract. Berman failed to demonstrate justifiable reliance on any statement that
other actions were not fraudulent given that he alleged that those other actions
were fraudulent in his initial complaint. Second, he failed to meet the high
standard required to show duress because his pain and the medications he took
prior to attending the settlement conference were not the result of “coercive acts of
the opposite party.” Finally, he failed to meet the requirements for a unilateral
mistake. He alleges that he mistakenly thought certain suits were valid and that he
later learned they were statutorily barred under Florida law. However, due
diligence would have allowed for discovery of any statutory bar prior to the
settlement conference, and the lack of due care did not result in an excusable
mistake.
The judgment of the District Court is accordingly
Case: 12-12839 Date Filed: 05/09/2013 Page: 6 of 7

-- 6 of 7 --

7
AFFIRMED
Case: 12-12839 Date Filed: 05/09/2013 Page: 7 of 7

-- 7 of 7 --