Geske v. 700 Edgewater Development, LLC

UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF FLORIDA
CASE NO. 22-21536-CIV-MORENO/D’ANGELO
ANDRE GESKE,
Plaintiff,
vs.
700 EDGEWATER DEVELOPMENT, LLC,
Defendant.
_______________________________________/
OMNIBUS REPORT AND RECOMMENDATION DENYING PLAINTIFF’S
SECOND AMENDED MOTION TO ENFORCE THE SETTLEMENT
AGREEMENT AND GRANTING DEFENDANT’S MOTION TO DISMISS
THIS CAUSE is before the Court on Plaintiff Andre Geske’s Second Amended Motion to
Enforce the Parties’ Settlement Agreement and Supporting Memorandum of Law (“Second
Amended Motion to Enforce the Settlement Agreement”) filed on May 21, 2025 (DE 133) and
Defendant 700 Edgewater Development, LLC’s Motion to Dismiss for Lack of Subject Matter
Jurisdiction and Release of Claims (“Motion to Dismiss”) filed on May 23, 2025 (DE 135).1
Defendant filed its response to the Second Amended Motion to Enforce the Settlement Agreement
on June 4, 2025 and a corrected response on June 12, 2025 (DE 142, 154). 	On June 9, 2025,
Plaintiff filed a response in opposition to the Motion to Dismiss (DE 146). 	On June 11, 2025,
Plaintiff filed his reply in support of the Second Amended Motion to Enforce the Settlement
Agreement (DE 151). Defendant filed its reply in support of the Motion to Dismiss on June 16,
2025 (DE 155). 	On July 2, 2025, the Court held a hearing on the Motions, at which the Court
1 Plaintiff’s Second Amended Motion to Enforce the Settlement Agreement (DE 133) and
Defendant’s Motion to Dismiss (DE 135) were referred to the undersigned Magistrate Judge for a
Report and Recommendation (DE 153).
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heard the arguments of the Parties (DE 169). 	Having considered the Parties’ arguments, the
relevant legal authorities, and the pertinent portions of the record, and being otherwise fully
advised in the premises, for the reasons stated below, it is respectfully recommended that
Plaintiff’s Motion to Enforce the Settlement Agreement (DE 133) be DENIED and Defendant’s
Motion to Dismiss (DE 135) be GRANTED.
I. 	FACTUAL BACKGROUND
On February 21, 2020, Plaintiff and Defendant entered into the Condominium Purchase
Agreement (“Purchase Agreement”) for the purchase of a luxury condominium unit (“Unit”) at a
purchase price of $9.6 million (DE 133 at 1; DE 135 at 4). 	Two years later, on May 18, 2022,
Plaintiff filed the instant lawsuit, alleging that Defendant had anticipatorily repudiated the contract
by representing that it would deliver the Unit as a “white box” and provide a credit for some of the
uncompleted work (DE 133 at 1). To resolve the dispute without proceeding to trial, the Parties
entered into a written settlement agreement on June 1, 2024 (“Settlement Agreement”) (id.).
The Settlement Agreement contained the following relevant terms:
• 	The Unit’s purchase price was reduced to $8.7 million.
• 	Defendant agreed to complete certain minimum improvements to the
interior of the Unit, including installing framing, drywall, plumbing,
lighting, electrical outlets, and other items that were necessary to obtain a
Temporary Certificate of Occupancy (“TCO”).
• 	Defendant was required to obtain a TCO from the City of Miami, Florida
before the transaction could close. 	Once Defendant obtained the TCO,
closing would be scheduled.
• 	The Parties agreed to close the transaction no later than August 31, 2024.
• 	Prior to closing, Plaintiff had the right to conduct a pre-closing inspection
of the Unit and, in connection with the inspection, to prepare a punch list of
nonconforming work. 	Defendant was required to correct the punch list
items within a reasonable time after closing. 	If Plaintiff performed any
work in the Unit before completion of the punch list repairs, he would waive
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the right to require Defendant to perform the repairs.
• 	Plaintiff was responsible for completing the Unit after closing.
• 	Plaintiff had the right to assign his interest in the Settlement Agreement to
a business entity under his ownership and control, using an assignment form
approved by Defendant.
• 	Once the Settlement Agreement was executed, the Parties would file an
agreed-upon Stipulation of Dismissal, with an accompanying Proposed
Order. The Proposed Order would include language that the Court retained
jurisdiction to enforce the Settlement Agreement.
• 	The Parties had the right to seek enforcement of the Settlement Agreement
in addition to any other dispute resolution rights under the Purchase
Agreement.
• 	Upon closing, each party released the other from all past, current, and future
claims, whether known or unknown, matured and unmatured, or discovered
and 	undiscovered, 	relating 	to 	the 	Settlement 	Agreement, 	the 	sale,
conveyance, or use of the Unit, the lawsuit, or the Unit’s construction.
• 	No amendment or modification of the Settlement Agreement would be
permitted except through a writing signed by the Parties.
(DE 133 at 2-3; DE 133-1). 	According to Plaintiff, Defendant failed to timely complete the
improvements required to obtain the TCO (DE 133 at 3). As a result, the transaction did not close
by the August 31, 2024 deadline (id.). During his inspections of the Unit, Plaintiff alleges that he
discovered much of the completed work was nonconforming and would require replacement or
revision (id.). Plaintiff claims that he informed Defendant of the deficiencies and proposed that a
third-party contractor complete the repairs for approximately $40,000, but Defendant rejected the
proposal (id.).
On March 18, 2025, Defendant obtained the TCO for the Unit (DE 135 at 6). 	The next
day, Defendant informed Plaintiff that the closing was scheduled for April 3, 2025 (DE 133 at 4).
Plaintiff alleges that Defendant’s counsel stated that if Plaintiff did not close by that date, he would
be in default and forfeit his nearly $4 million deposit (id.). On March 20, 2025, Plaintiff assigned
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his rights, interests, privilege, duties, and obligations under the Settlement Agreement to a third
party, Luxurious Condominium Investments, LLC (“Luxurious Condominium”) (DE 135 at 6).
Ten days later, Plaintiff’s expert conducted a pre-closing inspection of the Unit and prepared a
punch list of nonconforming work (DE 133 at 5). Plaintiff provided this punch list to Defendant
prior to closing (id.).
The transaction closed on April 3, 2025 (DE 133 at 5, DE 135 at 6). At closing, Luxurious
Condominium took title to the Unit, paid the remaining amounts, and paid $452,310.14 in disputed
change orders (id.). 	Plaintiff alleges that despite the Settlement Agreement’s terms, Defendant
had not performed any of the required punch list repairs as of one month after closing (DE 133 at
6). 	Beginning on April 4, 2025, Plaintiff claims that he made periodic written requests to
Defendant’s counsel to have the punch list repairs completed (id.). 	Defendant did not respond
until May 8, 2025, at which time it stated it was not responsible for most of the punch list items
but offered to complete a limited number of repairs (id.).
II. 	PROCEDURAL POSTURE
On May 18, 2022, Plaintiff filed the instant case against 700 Edgewater Development, LLC
(DE 1). After Defendant filed its first Motion to Dismiss Counts II and III of Plaintiff’s Complaint
(DE 8), and the Court granted the Motion to Dismiss (DE 14), Plaintiff filed an Amended
Complaint on December 23, 2022 (DE 15). 	The Amended Complaint asserted two claims: (1)
anticipatory breach or repudiation of the Purchase Agreement, and (2) breach of the duty of good
faith and fair dealing (id.). Defendant filed a renewed Motion to Dismiss, arguing the Amended
Complaint should be dismissed for failure to state a claim (DE 17), which the Court denied (DE
26). Defendant filed an Answer and Affirmative Defenses on August 15, 2023 (DE 32).
On February 15, 2024, the Parties notified the Court that they had reached a settlement in
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principle but were finalizing the settlement in writing (DE 59). The Court entered a Final Order
of Dismissal and Order Denying All Pending Motions as Moot, which retained jurisdiction for six
months to enforce the settlement agreement (DE 60). However, on March 11, 2024, Plaintiff filed
a Verified Motion to Vacate the Court’s Final Order of Dismissal, requesting that the Court re-
open the case because the settlement had not been finalized (DE 61). The Court re-instated the
case the following day (DE 63) and set a bench trial commencing on June 17, 2024 (DE 73). The
Parties proceeded with the litigation and filed pre-trial documents in compliance with the Court’s
Scheduling Order.
Two weeks before trial, on June 3, 2024, the Parties filed a joint Stipulation of Dismissal
with Prejudice, indicating that they executed a Settlement Agreement that amended the original
Purchase Agreement (DE 107). 	The Parties further stipulated to the “entry of the proposed
Stipulated Order of Dismissal with Prejudice” and requested “that the Court retain jurisdiction to
enforce the Agreement” (id.). That same day, the Court entered the Stipulated Order of Dismissal
with Prejudice, stating that it “reviewed the Stipulation and the Court file” and “ha[d] been advised
of the Stipulation between the [P]arties and the settlement of the lawsuit” (DE 109). The Court
dismissed the action with prejudice, without attorneys’ fees or costs to either party, and “retain[ed]
jurisdiction to enforce the [Settlement] Agreement as defined in the Stipulation” (id.).
On February 3, 2025, Plaintiff filed a Motion to Enforce the Parties’ Settlement Agreement
and Supporting Memorandum of Law, with the relevant contracts as accompanying exhibits (DE
110, 110-1).2 	On the same day, Plaintiff filed an Amended Expedited Motion to Enforce the
Parties’ Settlement Agreement and Supporting Memorandum of Law and Request for Hearing,
2 The Court denied this motion as moot in light of the subsequent Amended Expedited Motion to
Enforce the Parties’ Settlement Agreement (DE 113).
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requesting an evidentiary hearing and an expedited ruling within forty-five (45) days (DE 112 at
8).3 Defendant filed a response in opposition to Plaintiff’s Amended Expedited Motion to Enforce
the Parties Settlement Agreement on February 18, 2025 (DE 115), and Plaintiff replied on
February 25, 2025 (DE 117). The Court held a status conference on March 13, 2025, to address
the Parties’ arguments, the scheduling of expert discovery, and the requested evidentiary hearing
(DE 119). The Parties submitted supplemental briefing in support of their respective positions on
March 20, 2025 (DE 121, 122). 	Following the status conference, the Court entered an Order
Requiring Joint Status Report, “indicating whether there is a definitive closing date scheduled
relating to the property at issue and providing a brief explanation of each party’s respective
position” (DE 123). The Parties submitted their Joint Status Report on March 26, 2025 (DE 125),
and the Court then entered an Order Setting Deadlines and Evidentiary Hearing the next day (DE
126).
Beginning in May 2025, the Parties filed multiple motions seeking various forms of relief.
On May 1, 2025, Defendant filed a Motion to Cancel Evidentiary Hearing (DE 127). 	Plaintiff
filed a response in opposition on May 22, 2025 (DE 134), and Defendant replied on May 29, 2025
(DE 137). On May 21, 2025, Plaintiff filed a Second Amended Motion to Enforce the Settlement
Agreement (DE 133). 	Defendant filed a response in opposition to Plaintiff’s Second Amended
Motion to Enforce Parties Settlement Agreement on June 4, 2025 (DE 142), and Plaintiff replied
on June 11, 2025 (DE 151). 	On June 12, 2025, Defendant filed a Corrected Opposition to
Plaintiff’s Second Amended Motion to Enforce the Settlement Agreement (DE 154).4 On May
3 The Court denied this motion as moot in light of Plaintiff’s Second Amended Motion to Enforce
the Parties’ Settlement Agreement and Supporting Memorandum of Law (DE 143).
4 Defendant stated that the corrected response was filed “solely to correct typographical error in
the headings” of the initial response. Accordingly, the Court will refer to and rely on the corrected
response.
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23, 2025, Defendant filed a Motion to Dismiss (DE 135).5 On the same day, Defendant filed a
Motion to Stay Action Pending Resolution of Motion to Dismiss for Lack of Subject Matter
Jurisdiction (DE 136). Plaintiff filed a response in opposition to Defendant’s Motion to Dismiss
on June 9, 2025 (DE 146), and Defendant replied on June 16, 2025 (DE 155). 	Plaintiff filed a
response in opposition to Defendant’s Motion to Stay Action Pending Resolution of Motion to
Dismiss for Lack of Subject Matter Jurisdiction on June 9, 2025 (DE 147), and Defendant filed a
reply on June 16, 2025 (DE 156).
On June 2, 2025, Defendant filed a Motion for Extension of Expert Deadlines and
Response to Request for Production (DE 138), followed by an Amended Motion for Extension of
Expert Deadlines and Response to Request for Production later that day (DE 139). On June 16,
2025, Plaintiff filed a response in opposition to Defendant’s Amended Motion for Extension of
Expert Deadlines (DE 157). On June 3, 2025, Defendant filed a Motion for a Status Conference
(DE 140). 	The Court ordered Plaintiff to respond no later than June 10, 2025 (DE 141), which
Plaintiff did (DE 149).
On June 5, 2025, Defendant filed a Motion for Protective Order (DE 144). 	Plaintiff
responded on June 20, 2025 (DE 159). On June 6, 2025, Plaintiff filed a Motion for Extension of
Time to File a response to Defendant’s Motion to Dismiss (DE 145), which he later withdrew (DE
148). On June 11, 2025, Plaintiff filed a Motion to Strike Defendant’s Opposition to Plaintiff’s
Second Amended Motion to Enforce the Settlement Agreement (DE 150), which he withdrew on
July 2, 2025 (DE 170). Defendant filed a response in opposition on June 25, 2025 (DE 160), and
5 Defendant’s Motion to Dismiss contains the same arguments presented in opposition to Plaintiff’s
Second Amended Motion to Enforced the Settlement Agreement. Therefore, for purposes of this
Report and Recommendation, the Court will address Defendant’s arguments collectively.
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Plaintiff replied on June 29, 2025 (DE 163).
On June 17, 2025, the Court granted Defendant’s Motion for a Status Conference and set
the hearing for July 2, 2025 (DE 158, 169). On July 2, 2025, Defendant argued that federal courts
have limited jurisdiction, the release provision in the Settlement Agreement bars Plaintiff’s claims,
and any disputes regarding breaches of the contract belong in state court or require a separate
action (DE 172 at 17:22–22:23). 	Plaintiff countered that Defendant breached the Settlement
Agreement by overcharging for change-order work and failed to complete the punch list repairs
(id. at 37:5-15, 45:2–46:2). Plaintiff emphasized that enforcement of the Settlement Agreement,
instead of a new lawsuit, will avoid delay and additional expense (id. at 55:5–56:14).
Following the status conference, the Court entered an Omnibus Order vacating the March
27, 2025 Order Setting Deadlines and Evidentiary Hearing, cancelled the evidentiary hearing set
for July 22, 2025, and denied as moot Defendant’s Motion to Cancel the Evidentiary Hearing,
Defendant’s Motion to Stay Action Pending Resolution of Motion to Dismiss for Lack of Subject
Matter Jurisdiction, Defendant’s Motion for Extension of Expert Deadlines and Response to
Request for Production, Defendant’s Amended Motion for Extension of Expert Deadlines and to
Respond to Request for Production, and Defendant’s Motion for Protective Order (DE 171).
III. 	LEGAL STANDARD
A. 	Motion to Enforce a Settlement Agreement
“A settlement agreement is a contract and, as such, its construction and enforcement are
governed by principles of Florida’s general contract law.” Schwartz v. Fla. Bd. of Regents, 807
F.2d 901, 905 (11th Cir. 1987) (citation omitted); see also S. Beach Suncare, Inc. v. Sea & Ski
Corp., No. 98-CIV-1114, 1999 WL 350458, at *6 (S.D. Fla. May 17, 1999) (noting that “the
formation, construction, and enforceability of a settlement agreement is governed by state contract
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law . . . even though the underlying cause of action is federal” (citation omitted)). “Under Florida
law, a settlement agreement is enforceable if its terms are sufficiently specific and mutually agreed
upon as to every essential element.” Carpaneda v. Quayside Place Partners, LLP, No. 09-CIV-
20740, 2010 WL 2681383, at *1 (S.D. Fla. Apr. 12, 2010), report and recommendation adopted,
2010 WL 2696958 (S.D. Fla. July 7, 2010). “The party seeking to enforce a settlement agreement
bears the burden of showing that the opposing party assented to the terms of the agreement.” Sands
v. Wagner & Hut, P.A., No. 09-CIV-60557, 2009 WL 2730469, at *3 (S.D. Fla. Aug. 28, 2009).
B. 	Motion to Dismiss Under Federal Rule of Civil Procedure 12(b)(1)
Pursuant to Rule 12(b)(1), “[a] case is properly dismissed for lack of subject matter
jurisdiction . . . when the district court lacks the statutory or constitutional power to adjudicate it.”
Cave v. Stone, No. 20-CIV-61955, 2021 WL 4427451, at *5 (S.D. Fla. Sept. 27, 2021) (citation
omitted). Federal courts are courts of limited jurisdiction that are “empowered to hear only those
cases within the judicial power of the United States as defined by Article III of the Constitution”
and entrusted to them by a jurisdictional grant authorized by Congress. 	Univ. of S. Ala. v. Am.
Tobacco Co., 168 F.3d 405, 409 (11th Cir. 1999) (citation omitted). “[W]hen a federal court acts
outside its statutory subject-matter jurisdiction, it violates the fundamental constitutional precept
of limited federal power.” 	Id. (citation omitted). 	Accordingly, federal courts are compelled to
confirm there is subject matter jurisdiction over any dispute pending before them. Fitzgerald v.
Seaboard Sys. R.R., 760 F.2d 1249, 1251 (11th Cir. 1985). “[A] court must first determine whether
it has proper subject matter jurisdiction before addressing the substantive issues.” 	Taylor v.
Appleton, 30 F.3d 1365, 1366 (11th Cir. 1994); OFS Fitel, LLC v. Epstein, Becker & Green, P.C.,
549 F.3d 1344, 1352 (11th Cir. 2008) (“We first consider our jurisdiction.” (citation omitted)). If
a court “determines at any time that it lacks subject-matter jurisdiction, the court must dismiss the
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action.” Fed. R. Civ. P. 12(h)(3).
IV. 	DISCUSSION
Plaintiff requests that the Court enforce the Settlement Agreement by awarding damages
and other relief based on two alleged breaches: Defendant’s intentional surcharge of $452,310.14
at closing, in addition to the purchase price, for alleged change-order work and Defendant’s failure
to complete the punch list repairs within a reasonable time after closing (DE 133 at 8-9). Defendant
moves to dismiss the Second Amended Motion to Enforce the Settlement Agreement on four
grounds: (1) Plaintiff lacks standing to assert claims arising from a dispute between Defendant and
Luxurious Condominium, the current Unit owner; (2) Luxurious Condominium is either the proper
party in interest or, at a minimum, an indispensable party whose joinder would destroy diversity
jurisdiction; (3) Plaintiff’s enforcement claims fall outside the scope of the Court’s jurisdiction to
enforce the Settlement Agreement; and (4) the Settlement Agreement’s release provision bars the
claims Plaintiff now asserts (DE 135 at 1).
A. 	Plaintiff’s Standing and the Proper Party in Interest
At the outset, Defendant argues that Plaintiff lacks standing because, by assigning his rights
under the Purchase Agreement and Settlement Agreement to Luxurious Condominium, he cannot
establish an injury in fact (DE 135 at 6, 10). Defendant contends that Luxurious Condominium
paid the disputed change orders at closing and took title to the property, and thus the company, not
Plaintiff, is the proper party to enforce the Settlement Agreement (id. at 10). Plaintiff responds
that he has standing to enforce the Settlement Agreement because, although he assigned his rights
to Luxurious Condominium under the Settlement Agreement, he remains the real party in interest,
as he is the beneficial owner and controlling person of the company (DE 146 at 8).
Defendant further argues that Luxurious Condominium is the sole proper party or, at a
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minimum, an indispensable party under Rule 19, because it owns the Unit and suffered the alleged
injury (DE 135 at 12). 	According to Defendant, however, joinder of Luxurious Condominium
would destroy complete diversity, because Luxurious Condominium has the same citizenship as
Defendant (id. at 12-13). 	Plaintiff concedes that Luxurious Condominium may be a necessary
party to the case but maintains that the company is not indispensable (DE 146 at 10). 	Lastly,
Plaintiff also disputes that joinder would destroy diversity jurisdiction, because Defendant
incorrectly identifies Luxurious Condominium as a Florida citizen (id. at 10-11). Plaintiff points
out that Luxurious Condominium’s sole member is a British Virgin Islands corporation, and thus
complete diversity would remain intact (id. at 11).
Similar to subject matter jurisdiction, “standing is a threshold inquiry in every federal
case.” Cohan v. Texas Roadhouse Holdings LLC, 635 F. Supp. 3d 1341, 1345 (S.D. Fla. 2022).
“For there to be a case or controversy under Article III, the plaintiff must have . . . standing.”
TransUnion LLC v. Ramirez, 594 U.S. 413, 423 (2021). A plaintiff seeking to adjudicate claims
in a federal suit, must show “(i) that he suffered an injury in fact that is concrete, particularized,
and actual or imminent; (ii) that the injury was likely caused by the defendant; and (iii) that the
injury would likely be redressed by judicial relief.” Id. (citing Lujan v. Defenders of Wildlife, 504
U.S. 555, 560-61 (1992)).
Independently, under Federal Rule of Civil Procedure 19, a party must be joined if “in that
[party’s] absence, the court cannot accord complete relief among existing parties” or “that [party]
claims an interest relating to the subject of the action and is so situated that disposing of the action
in the [party’s] absence may . . . impair or impede the [party’s] ability to protect the interest” or
may “leave an existing party subject to a substantial risk of incurring double, multiple, or otherwise
inconsistent obligations . . . .” Fed. R. Civ. P. 19(a)(1)(A)-(B). To determine whether a party is
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indispensable, courts consider:
[W]hether the person in question is one who should be joined if feasible [under
Rule 19(a)]. If the person should be joined but cannot be (because, for example,
joinder would divest the court of jurisdiction) then the court must inquire whether,
applying the factors enumerated in Rule 19(b), the litigation may continue.
Charr v. King, et al., No. 24-CIV-61881, 2025 WL 2763281, at *11 (S.D. Fla. Sept. 26, 2025).
Here, the Court need not undertake a thorough analysis of whether Plaintiff lacks standing
or whether Luxurious Condominium is the real party in interest and indispensable to the litigation.
At the July 2, 2025 hearing, the Parties agreed that Luxurious Condominium could be joined in
this case (DE 172 at 7:4-9). 	Indeed, when the Court noted that neither Party disputed that
Luxurious Condominium could be joined as a party to the litigation, Defendant acknowledged that
its standing argument would “dovetail,” as there would be no genuine dispute regarding subject
matter jurisdiction on those grounds (id. at 7:21–9:15). 	Therefore, if Luxurious Condominium
were joined, Defendant’s standing argument would be rendered moot.
Moreover, Defendant’s argument regarding diversity jurisdiction is likewise moot. “When
determining citizenship of the parties for diversity jurisdiction purposes, a limited liability
company (LLC) is a citizen of every state that any member is a citizen of.” Purchasing Power,
LLC v. Bluestem Brands, Inc., 851 F.3d 1218, 1220 (11th Cir. 2017). 	The sole member of
Luxurious Condominium is Luxurious Condominium Investments, Limited, which is a British
Virgin Islands business corporation (DE 161-1). 	Accordingly, Luxurious Condominium is a
citizen of the British Virgin Islands, not Florida. 	As discussed at the hearing, if Luxurious
Condominium were joined to the litigation, this would not destroy diversity jurisdiction under Title
28, United States Code, Section 1332(a)(2) (DE 172 at 9:16–12:1). For these reasons, Defendant’s
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arguments that dismissal is warranted due to lack of standing, failure to join an indispensable party,
and lack of diversity jurisdiction are unpersuasive.6
B. 	The Court’s Ancillary Jurisdiction
Turning to the next argument, Defendant claims that Plaintiff’s Second Amended Motion
to Enforce the Settlement Agreement should be dismissed, because the Court lacks jurisdiction to
enforce the alleged breaches of the Settlement Agreement (DE 135 at 15-18; DE 154 at 15-18).
Plaintiff argues that the Court expressly retained jurisdiction to enforce the Settlement Agreement
in the June 3, 2024 Final Order of Dismissal, which he argues functions as a consent decree that
is enforceable under the Court’s ancillary jurisdiction (DE 146 at 13). He further contends that,
because the Final Order adopted the Parties’ Joint Stipulation of Dismissal and retained
jurisdiction, the Settlement Agreement became part of the Final Order of Dismissal (DE 151 at 5).
Therefore, Plaintiff requests that the Court enforce the Settlement Agreement and grant the relief
sought (DE 133 at 8). 	Defendant counters that the Court lacks subject matter jurisdiction over
Plaintiff’s Second Amended Motion to Enforce the Settlement Agreement, because his requests
for damages resulting from the alleged breaches are not contemplated by the Settlement Agreement
and exceed the Court’s ancillary jurisdiction (DE 135 at 15-18). 	Defendant claims that the
Settlement Agreement did not contemplate the monetary damages or other remedies Plaintiff now
seeks (id. at 17-18). Defendant further argues that Plaintiff’s Motion asserts new breach of contract
claims relating to the change orders and punch list items, which should be pursued in a separate
lawsuit (DE 155 at 6-7).
6 If this action survives Defendant’s Motion to Dismiss, the Parties acknowledge that Luxurious
Condominium can be joined as a party.
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“Enforcement of [a] settlement [] agreement . . . whether through award of damages or
decree of specific performance . . . requires its own basis for jurisdiction.” Kokkonen v. Guardian
Life Ins. Co. of Am., 511 U.S. 375, 378 (1994). Once an action has been dismissed, a district court
has jurisdiction to enforce a settlement agreement only “to the extent that it specifically retains
jurisdiction.” Glob. Life Technologies Corp. v. Medline Indus., LP, No. 20-CIV-21240, 2024 WL
3694434, at *4 (S.D. Fla. Apr. 16, 2024) (citation omitted); see also Anago Franchising, Inc. v.
Shaz, LLC, 677 F.3d 1272, 1279 (11th Cir. 2012) (“[T]he court itself must act; agreement by the
parties is not enough.”). The district court retains jurisdiction to enforce a settlement agreement
by “either incorporat[ing] the terms of a settlement into its final order of dismissal or expressly
retain[ing] jurisdiction to enforce a settlement.” Am. Disability Ass’n, Inc. v. Chmielarz, 289 F.3d
1315, 1320 (11th Cir. 2002); see also Anago, 677 F.3d at 1280 (clarifying that when parties file a
joint stipulation of dismissal, a district court retains jurisdiction to enforce a settlement agreement
only if the court issues an order retaining jurisdiction prior to the filing of the stipulation or the
parties “condition the effectiveness of the stipulation on the district court’s entry of an order
retaining jurisdiction” (citation omitted)).
Here, Plaintiff contends that the Court possesses jurisdiction to enforce the Settlement
Agreement, because “the Court expressly retained jurisdiction in its Final Order of Dismissal to
enforce the Settlement Agreement” (DE 133 at 8). 	On June 3, 2024, the Parties filed a joint
Stipulation of Dismissal with Prejudice, stating the Parties “settled this lawsuit by having entered
into a Settlement Agreement/Amendment to the Purchase Agreement, which amends that certain
700 Edgewater Purchase Agreement between Buyer and Seller, as also amended by the
Amendment to Agreement dated February 21, 2020 (collectively, the ‘Agreement’)” (DE 107).
The Parties further requested that “the Court retain jurisdiction to enforce the Agreement” (id.).
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That same day, the Court entered a Final Order of Dismissal and Order Denying All Pending
Motions as Moot, stating that it had reviewed the Stipulation and the settlement between the Parties
(DE 109). The Court dismissed the action with prejudice and “retain[ed] jurisdiction to enforce
the Agreement as defined in the Stipulation” (id.). 	Plaintiff points out that this language
demonstrates the Court expressly retained jurisdiction to enforce the Agreement as defined in the
Stipulation, 	which 	includes 	the 	Settlement 	Agreement, 	Purchase 	Agreement, 	and 	certain
provisions of the Purchase Agreement’s Second Amendment (DE 151 at 5-6).
“Under the doctrine of ancillary jurisdiction, federal courts may exercise jurisdiction ‘over
some matters (otherwise beyond their competence) that are incidental to other matters properly
before them.’” Casa Express Corp as Tr. of Casa Express Tr. v. Bolivarian Republic of Venezuela,
158 F.4th 1176, 1184 (11th Cir. 2025) (citation omitted). Courts retain ancillary jurisdiction only
when necessary “to enable a court to function successfully, that is, to manage its proceedings,
vindicate its authority, and effectuate its decrees.” Managed Care Advisory Grp., LLC v. CIGNA
Healthcare, Inc., 939 F.3d 1145, 1156 (11th Cir. 2019) (citation omitted)). In this way, “ancillary
jurisdiction [may be used] in subsequent proceedings for the exercise of a federal court’s inherent
power to enforce its judgments.” Casa Express Corp, 158 F.4th at 1184 (citation omitted). “[T]he
power to implement a settlement agreement between the parties inheres in the district court’s role
as supervisor of the litigation, and the exercise of that power is entrusted to the court’s sound
discretion.” 	S. Beach Suncare, Inc., 1999 WL 350458, at *6 (citation omitted). 	Indeed,
“[a]ncillary jurisdiction is a discretionary doctrine, not a mandatory one.” 	Cowles v. Hentsch-
Cowles, No. 23-CIV-600, 2026 WL 35176, at *2 (M.D. Fla. Jan. 6, 2026).
Here, through the Final Order of Dismissal, the Court explicitly retained jurisdiction to
enforce the Agreement, which was defined in the Parties’ Stipulation as the Settlement Agreement,
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the Purchase Agreement, and certain provisions of the Purchase Agreement’s Second Amendment.
Plaintiff argues that Defendant breached the Settlement Agreement in two respects (DE 133).
First, Plaintiff argues that Defendant charged $452,310.14 for purportedly unapproved change
orders (DE 133 at 5). Plaintiff contends that this constituted a breach of Sections 2 and 3 of the
Settlement Agreement, because it effectively modified the purchase price without following the
appropriate procedure for modification of the contract (DE 151 at 6). In contrast, Defendant asserts
that the change orders were required to address additional work requested but that was not included
within the scope of the plans attached to the Settlement Agreement (DE 155 at 8 n.1).
Section 2 of the Settlement Agreement states: “The Purchase Price is Eight Million, Seven
Hundred Thousand and 00/100 Dollars ($8,700,000.00) . . . . Buyer remains obligated to pay, in
addition to the Purchase Price, all fees, costs, reimbursements, adjustments and other sums
required to be paid by [Plaintiff] pursuant to Sections 2 and 11 of the Purchase Agreement” (DE
133-1 at 3).7 	Section 3 outlines the schedule of various deposits required from Plaintiff (id.).
Notably, Section 2 of the Settlement Agreement contemplates that “costs” and “other sums” may
be required 	(id.). 	Furthermore, 	under 	Section 	11 	of 	the Purchase 	Agreement, 	Plaintiff
acknowledged that in addition to the purchase price, he may be responsible for other “fees, costs,
expenses and/or other sums” upon closing (id. at 35). At the hearing, Plaintiff could not identify
7 Section 2 of the Purchase Agreement describes the total purchase price as well as deposits, fees,
and costs that were due and the manner of Payment (DE 133-1 at 26-27). Section 2 also contains
the following provision: “These charges are subject to change as provided in Section 11 of this
Agreement and are explained in more detail in that Section, as are other costs which cannot be
computed at this time” (id. at 27). Section 11 of the Purchase Agreement described additional fees
and costs that Plaintiff agrees to pay, including “[a]ny remaining outstanding sums and/or any sales
tax due for any options or upgrading of standard items included, or to be included, in the Unit as
agreed to in writing by both Buyer and Seller” (id. at 36).
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a provision in either the Settlement Agreement or the Purchase Agreement that explicitly limits
Plaintiff’s payment obligation to solely the purchase price for the Unit (DE 172 at 37:16–40:5).
Second, Plaintiff argues that Defendant “willfully breached the Settlement Agreement by
failing to undertake the punch list repairs within a reasonable time after closing and by rejecting
most of the needed repairs” (DE 133 at 8). Defendant contends that the punch list included tasks
that were either not within the scope of the Settlement Agreement or had been sufficiently
performed (DE 155 at 8 n.1). Section 10 of the Settlement Agreement provides:
The issuance of the TCO for the Unit shall conclusively establish that Seller has
substantially completed the Unit, including the TCO Improvements, and the
issuance of the TCO for the Unit is the sole condition to Buyer’s obligation to close;
provided, however, any TCO Improvement that is incomplete at the time of closing
or otherwise requires repair shall be treated as punchlist items in accordance with
Section 8 of the Purchase Agreement, if raised during the pre-closing inspection of
the Unit, and no incomplete TCO Improvement or TCO Improvement in disrepair
shall delay closing or impose any conditions on closing; it being understood that
Seller has no obligation to correct, repair, or modify any TCO Improvement to
include any of Buyer’s Materials if Buyer fails to deliver any of Buyer’s Materials
to the Unit as and when required herein.
(DE 133-1 at 6). Lastly, Plaintiff argues that Section 19 of the Settlement Agreement allows for
“[a]ny right any Party may have to seek enforcement of the Agreement pursuant to the Stipulation
for Dismissal With Prejudice is in addition to, and not in lieu of, the Purchase Agreement’s dispute
resolution provisions . . .” (DE 133-1 at 8). 	Plaintiff claims that the remedies contemplated in
Section 13(c) of the Purchase Agreement, including such rights as may be available in equity and
at law, are therefore available for any alleged breaches of the Settlement Agreement (DE 133-1 at
41; DE 151 at 6).
In this case, the Court retained jurisdiction to enforce the Agreement, which by definition
included enforcing the Settlement Agreement and the Purchase Agreement, as incorporated into
the Parties’ Stipulation and the Final Order of the Dismissal. Plaintiff’s alleged breaches include
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purportedly invalid charges for change orders, which are, at least in-part, governed by Section 11
of the Purchase Agreement, and the punch list items, which are governed by Section 10 of the
Settlement Agreement. Since the Parties requested and the Court agreed to retain jurisdiction to
enforce these agreements, any alleged breaches fall within the Court’s “power to protect its
proceedings and vindicate its authority.” Kokkonen, 511 U.S. at 379-80. 	Defendant repeatedly
characterizes Plaintiff’s claims as “new breach of contract claims” that concern change orders and
punchlist items outside of the original allegations in the case. 	This argument misses the mark.
These claims are not so logically distinct or far removed from the original suit, as the allegations
arise from a breach of the agreements that govern the completion and sale of the Unit, nor are they
outside the scope of the very agreements that Court agreed to enforce. See Am. Disability Ass'n,
Inc., 289 F.3d at 1321 (holding where the district court expressly retained jurisdiction, it could
enforce the terms of the settlement agreement); Disability Advocs. & Counseling Grp., Inc. v. E.M.
Kendall Realty, Inc., 366 F. App’x 123, 125 (11th Cir. 2010) (finding where the court’s order
dismissing the action retained jurisdiction, the court properly found that the dispute arising from
the settlement agreement fell within the court’s jurisdiction); Access for the Disabled, Inc. v.
Hialeah Fee Commons, Ltd., No. 08-CIV-21890, 2011 WL 484307, at *4 (S.D. Fla. Feb. 7, 2011)
(“Because the Court order entering the Consent Decree and closing the case expressly retained
jurisdiction to enforce the settlement, the defendant’s lack-of-jurisdiction arguments are without
merit.”). Having jointly asked the Court to retain jurisdiction to enforce the parties’ agreements,
and the Court having done so, Defendant cannot now claim the Court is powerless to hear disputes
arising from those very same agreements.
Defendant argues that when a court retains jurisdiction to enforce a settlement agreement,
it “does not provide a ‘blank check’ for [a party] to assert new disputes or alleged breach of
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contracts that allegedly arise out of the Third Amendment” or give the court “the ‘power to reach
all related claims and theories of recovery’ and new issues that relate to the settlement” (DE 155
at 5-6). To support this argument, Defendant relies on In re T2 Med., Inc., 130 F.3d 990 (11th Cir.
1997), but the Eleventh Circuit’s holding is not what Defendant represents. There, the Eleventh
Circuit found that although styled as a motion to enforce the settlement agreement, the appellants
were actually asking the district court to modify the settlement agreement, which the very terms
of the agreement prohibited. Id. at 994-95. Similarly, Defendant’s reliance on Vikas WSP, Ltd. v.
Econ. Mud Prods. Co., 23 F.4th 442 (5th Cir. 2022) is puzzling since it supports the exercise of
ancillary jurisdiction here. In fact, in Vikas, the Fifth Circuit stated, “Our caselaw leaves no doubt
that the court could rule that [plaintiff] breached the settlement. We don’t see how a court could
enforce a settlement without deciding whether and how it has been breached.” Id. at 452 (citations
omitted). Rather, the Fifth Circuit found the district court’s ancillary jurisdiction did not extend
to hearing tort claims even if they arose from the settlement. Id. at 447. Plaintiff raises not such
allegations of related tort claims here.
Lastly, Defendant turns to Global Life to argue that Plaintiff’s claims fall outside
enforcement of the settlement agreement. Glob. Life Techs. Corp. v. Medline Indus., LP., No. 20-
21240-CIV, 2024 WL 3694434, at *1 (S.D. Fla. Apr. 16, 2024), report and recommendation
adopted in part, rejected in part sub nom., Glob. Life Techs. Corp. v. Medline Indus., Inc., No. 20-
21240-CIV, 2024 WL 3548764 (S.D. Fla. July 26, 2024). 	In Global Life, the Court analyzed
whether it had jurisdiction to enforce a settlement agreement by granting the various requested
remedies. There, the settlement agreement required that the defendant cease selling a particular
nasal swab after a certain date. 	Id. 	Following the settlement, the Court dismissed the case but
retained jurisdiction to enforce the agreement. Id. When the defendant continued to sell the nasal
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swab after the cutoff date, the plaintiff moved to enforce the settlement agreement and sought
consequential, nominal, and lost revenue damages, and attorney’s fees. 	Id. at *2-3. 	The Court
noted that the settlement agreement only reserved the plaintiff’s right to “pursue enforcement
remedies generally,” but the parties did not agree upon a specific remedy for a breach. Id. at *6.
With this starting point, the Global Life court reasoned that for some of the plaintiff’s requested
relief—consequential damages, “benefit of the bargain” damages, and attorneys’ fees and costs—
“there [was] no provision in the agreement laying out specific remedies . . . So, consequential
damages that only indirectly flow from an alleged breach, like attorneys’ fees incurred in the
process, [were] not directly tied to the remedies agreed upon by the parties.” Id. at *7. The court
found that because such remedies were not contemplated by the parties’ agreement, they would
need to be “pleaded in an action at law for breach of contract,” as that sort of relief exceeded the
ancillary jurisdiction to enforce an agreement. Id. The Court also found, however, that the parties
agreed on “remedial measures that [were] tantamount to a mandatory/prohibitory injunction[,]”
and while the agreement “may not [have] trigger[ed] a purely legal remedy that falls outside the
four corners of the agreement, . . . it certainly trigger[ed p]laintiff's right to an equitable remedy to
enforce the express promises made by [defendant] to settle the case.” Id. at *8-9.
Global Life in no way calls into question the Court’s power to adjudicate alleged breaches
of a settlement agreement, even when those breaches are not alleged as part of the initial claims in
the suit. 	Afterall, how could they be? 	A settlement agreement, by its very design, comes into
existence after the parties have begun the litigation over the initial claims. Then, they enter into a
contract, or settlement agreement, to resolve the litigation, and it is the breaches of that agreement,
and any incorporated agreements, that remains within the power of the Court to enforce. 	See
Schwartz v. Fla. Bd. of Regents, 807 F.2d 901, 905 (11th Cir. 1987) (“A settlement agreement is a
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contract . . . .”). 	In fact, Global Life embraces a court’s authority to adjudicate breaches of a
settlement agreement when the court has retained jurisdiction to enforce it:
Of course, the jurisdiction to enforce a settlement agreement naturally requires a
court to assure compliance with the material provisions of the agreement that were
negotiated and memorialized in the agreement. So if, for instance, a party does not
make payments due under an agreement the Court should not decline jurisdiction
even though the remedy is contractual in nature. Clearly an award of damages in
that instance is ‘contractual’ but at the same time explicitly contemplated by the
literal terms of the agreement. Ancillary jurisdiction would thus properly lie to
compel enforcement of that arrangement through the entry of a judgment at law
that incorporates the balance of the monies owed.
2024 WL 3694434, at *7. The issue that Global Life court faced was a request for damages that
were not completed by the parties’ settlement agreement. But, the agreements in this case reserved
the Parties’ rights to the full panoply of damages available at law and in equity through Section 19
of the Settlement Agreement and Section 13(c) of the Purchase Agreement (DE 133-1 at 8, 41).
In a final, anemic argument, Defendant asserts that the Court’s exercise of ancillary
jurisdiction would “circumvent due process rights afforded [to Defendant] if [Plaintiff] were to
file an action and prove his claims” (DE 135 at 18). Although Defendant raises concerns about
“important substantive, procedural, and due process rights,” Defendant is not bothered with
explaining what rights would be circumvented or how (DE 155 at 7). Nor is Defendant bothered
with providing any legal authority or case law to support such an assertion. Defendant points to
the Parties’ request for discovery and expert deadlines to show new fact-finding would be
necessary, as Plaintiff’s initial claims differ factually from the alleged breaches of the Settlement
Agreement (id. at 7-8; DE 135 at 18).8 Yet, none of these arguments negate the Court’s authority
8 Plaintiff argues that the Court should apply a four-factor test described in Sec. & Exch. Comm’n
v. Mut. Benefits Corp., No. 04-CIV-60573, 2021 WL 1520643 (S.D. Fla. Feb. 22, 2021), to
determine whether enforcement of the Settlement Agreement falls within the Court’s ancillary
jurisdiction (DE 151 at 5-7). Defendant asserts that Mut. Benefits Corp. is inapposite (DE 155 at
6-8). Defendant correctly points out that although discussing ancillary jurisdiction, Mut. Benefits
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to enforce the Settlement Agreement through its ancillary jurisdiction, where it has reserved the
authority to do so before the closing of the case. 	This authority is critical “to enable a court to
function successfully,” Kokkonen, 511 U.S. at 380; see Crowley Mar. Corp. v. Linda Mar Imports
Inc., 576 F. Supp. 3d 1268, 1272 (S.D. Fla. 2020) (recognizing that “[w]henever possible,
settlements will be enforced by Florida courts to achieve the conservation of judicial resources.”).
It is upon the foundation of these principles that this Court’s ancillary jurisdiction rests to enforce
the Settlement Agreement in this matter.
C. 	The Release Provision in the Settlement Agreement
Even though the Court has ancillary jurisdiction to enforce the Settlement Agreement,
Plaintiff has not shown that the alleged breaches survive the release provision in the Settlement
Agreement. Section 13 contains a broad release, stating that upon closing, Plaintiff relinquishes:
[A]ny and all manner of past, present and future claims, causes of action, suits,
lawsuits, arbitrations, proceedings, debts, dues, duties, sums of money, obligations,
accounts, reckonings, bonds, bills, specialties, covenants, contracts, liabilities,
responsibilities, liens, promises, obligations and demands whatsoever, whether in
law or in equity, whether sounding in tort, contract, warranty, indemnity,
contribution, subrogation or otherwise, for damages, any form of equitable relief,
losses, costs, and/or expenses, including attorneys’ fees, costs, and other legal
expenses of any nature, which [Plaintiff] ever had, now have, could have, will have,
or may have in the future, . . . both known and unknown, latent and patent, asserted
and unasserted, suspected and unsuspected, matured and unmatured, discovered
and undiscovered, whether presently existing, or arising after the date of closing,
that relate to, arise out of, are the subject of, or are in any way connected with any
of the following: (a) the Agreement; (b) the sale, conveyance and/or use of the Unit;
(c) the Lawsuit; (c) the offering of the Unit and/or the Condominium; or (e) the
design, development, Unit; (c) the Lawsuit; (c) the offering of the Unit and/or the
Condominium; or (e) the design, development, repair and/or construction of the
Unit and/or the Condominium, including any latent, hidden or concealed defects in
Corp. did not involve enforcement of a settlement agreement. 	See 2021 WL 1520643, at *6
(considering whether the court had ancillary jurisdiction over separate claims for declaratory and
injunctive relief). 	Moreover, the Court cannot locate any binding authority from the Eleventh
Circuit instructing district courts to apply this four-factor test when invoking their ancillary
jurisdiction to enforce a settlement agreement. And none of the cases Mut. Benefits Corp. cites to
implore the four-factor test to enforce a settlement agreement. Id.
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the design and/or construction of the Unit and/or the Condominium that [Plaintiff]
are each not aware of and could not have discovered with the exercise of due
diligence prior to the date of closing.
(DE 133-1 at 6-7). Plaintiff argues that the Settlement Agreement’s release provision cannot bar
his claims, because the alleged breaches occurred after the contract was executed (DE 151 at 7).
Therefore, the claims had not matured at the time the release provision was agreed to by the Parties
(id.). 	He further contends that the release does not extend to claims seeking enforcement of
Defendant’s duties under the Settlement Agreement (DE 146 at 16-20). Plaintiff also asserts that
Defendant’s interpretation of the release provision would violate Florida contract law and public
policy (DE 151 at 7-10). 	In response, Defendant argues that the Settlement Agreement’s broad
release provision, which became effective upon closing, bars Plaintiff’s claims (DE 155 at 8-10).
Since the closing occurred, Defendant contends that the release provision independently warrants
dismissal of the Second Amended Motion to Enforce the Settlement Agreement (DE 135 at 18-20,
DE 155 at 8-10).
“‘[G]enerally, Florida courts enforce general releases to further the policy of encouraging
settlements’ and that ‘enforcement [of releases] is premised upon the assumption that the released
claims are those that were contemplated by the agreement.’” Solidda Grp. v. Sharp Elecs. Corp.,
No. 12-CIV-21411, 2014 WL 12513585, at *4 (S.D. Fla. Mar. 3, 2014) (quoting Mazzoni Farms,
Inc. v. E.I. DuPont De Nemours & Co., 761 So. 2d 306, 314 (Fla. 2000)). “In determining what
rights are covered by a release, courts must look to the intent of the parties as expressed in the
document itself.” 	Wilmington Tr., N.A. v. Est. of Gonzalez, No. 15-CIV-23370, 2016 WL
11656681, at *8 (S.D. Fla. Nov. 1, 2016).
Here, Plaintiff argues that the release provision in the Settlement Agreement cannot bar
claims that are unmatured, and therefore, does not cover Defendant’s alleged breaches (DE 151 at
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7). Plaintiff further argues that the release provision was not intended to preclude Defendant from
performing its obligations under the Settlement Agreement and did not release unaccrued or future
claims (id. at 8). Plaintiff relies on Falsetto v. Liss, which explains that a release of an “unknown”
claim does not release “unaccrued” or “future” claims, because those words are not synonymous.
275 So. 3d 693, 696 (Fla. Dist. Ct. App. 2019). But, Plaintiff’s reliance on Falsetto is misplaced.
In that case, the Third District Court of Appeal acknowledged that where a release expressly barred
future claims, such claims were properly precluded. 	See id. at 696 (collecting cases where the
release expressly stated that it barred known, unknown, and future claims). Falsetto simply did
not hold that a clear release barring future claims could not be enforced, as Plaintiff suggests.
Plaintiff also attempts to factually distinguish this case from Patco Transport, Inc. v.
Estupinan, 917 So. 2d 922 (Fla. Dist. Ct. App. 2005) and Braemer Isle Condominium Association,
Inc. v. Boca Hi, Inc., 632 So.2d 707 (Fla. Dist. Ct. App. 1994). Plaintiff argues that the holdings
in those cases are inapplicable, because he is seeking to “enforce Defendant’s duties under the
Settlement Agreement and not any future or unknown claims” (DE 146 at 19). This interpretation
oversimplifies the issue. In both Patco and Braemer, the courts held that release provisions barring
future claims precluded subsequent claims, even if the claims arose after the release was executed.
See Patco Transp., Inc., 917 So. 2d at 924-25 (holding that a general release in a settlement
agreement precluded an employee’s subsequent petition for workers’ compensation benefits);
Braemer Isle Condo. Ass’n, Inc., 632 So.2d at 707 (holding that the release of the claims in the
prior lawsuit was enforceable even though the defects were not discovered until later because the
release provision applied to future claims). 	Therefore, because the release provision in the
Settlement Agreement expressly encompasses future claims, the alleged breaches that Plaintiff
now asserts fall within its scope.
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Plaintiff asserts that a release provision cannot bar fraud and negligence claims. This, too,
is incorrect, as other federal and state courts have agreed that a broad release can extinguish such
claims under Florida law. See, e.g., Solidda Grp., 2014 WL 12513585, at *4 (explaining that a
settlement agreement barred claims of fraud); Cerniglia v. Cerniglia, 679 So. 2d 1160, 1164 (Fla.
1996) (explaining that a release in a marital settlement agreement barred subsequent claims based
on fraud); Spatz v. Microtel Inns & Suites Franchising Inc., No. 11-CIV-60509, 2012 WL
13005557, at *8 (S.D. Fla. Feb. 6, 2012) (explaining that a release provision barred claims of fraud
and negligent misrepresentation). 	Additionally, Plaintiff raises breach of contract claims, not
claims sounding in fraud or tort.9
The release provision in the Settlement Agreement is strikingly broad, lacks exclusions,
and became effective upon closing, which the Parties acknowledge occurred on April 3, 2025 (DE
133 at 5; DE 135 at 3).10 Plaintiff agreed to release Defendant from “any and all manner of past,
present and future claims . . . [that are] known and unknown, latent and patent, asserted and
unasserted, suspected and unsuspected, matured and unmatured, discovered and undiscovered,
whether presently existing, or arising after the date of closing” (DE 133-1 at 6-7). Though it may
9 Plaintiff appears to suggest fraud by arguing, “Defendant threatened Plaintiff with default to
coerce him to close the transaction and over pay the consideration by more than five percent” (DE
146 at 18). Yet, Plaintiff has not raised any fraud or tort claims against Defendant.
10 In the Corrected Joint Status Report, Plaintiff recognized the effect of the release under Section
13 of the Settlement Agreement once the closing occurred by stating:
If Plaintiff closes, under [Paragraph] 13 of the [Settlement] Agreement, he cannot
contest 	defects, 	known 	or 	unknown 	including 	those 	raised 	in 	this 	Court.
[Paragraph] 10 of the [Settlement] Agreement obliges Defendant to correct punch
list items identified in the preclosing inspection. But there is no stated remedy if
Defendant fails to do so or does not do the work correctly.
(DE 125 at 2).
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be sweeping in its breadth, the plain language of the release reveals that the Parties agreed to
release all claims Plaintiff had, or will have, against Defendant, including “unknown” and “future”
claims. See Crowley Mar. Corp. v. Linda Mar Imports Inc., 576 F. Supp. 3d 1268, 1274 (S.D. Fla.
2020) (“[I]n a contract of accord for breach of a previously broken contract, the parties may agree
on what terms of settlement they will, however unfavorable (short of unconscionability) the accord
may be to the party in default.” (citation omitted)). 	Since Plaintiff’s claims for breach of the
Settlement Agreement fall within the scope of the release provision, those claims are barred.
Importantly, both Parties are sophisticated and were represented by counsel when entering
into the Settlement Agreement. Therefore, they cannot now argue that they failed to receive the
benefit of their bargain by agreeing to a Settlement Agreement containing a broad release provision
effective upon closing. 	See id. at 1275 (“[T]he Settlement Agreement is a valid contract freely
negotiated and entered by two sophisticated commercial parties represented by counsel.”). 	As
Plaintiff acknowledges, the Court cannot rewrite or alter the express terms of the contract. Cabana
on Collins, LLC v. Regions Bank, No. 11-CIV-21204, 2012 WL 718806, at *7 (S.D. Fla. Mar. 5,
2012) (“The Court will not read a requirement into [a contract] provision that will serve to alter
the contract’s express terms.”); see also Plumpton v. Cont’l Acreage Dev. Co., Inc., 830 So.2d
208, 210 (Fla. Dist. Ct. App. 2002) (“Where the language of the release is clear and unambiguous,
we cannot indulge in construction or interpretation of its plain meaning.” (citation omitted)).
Plaintiff also argues that interpreting the release provision in the Settlement Agreement to “relieve
Defendant of its obligations . . . would be contrary to public policy and unenforceable” (DE 151
at 8). This argument lacks merit. Where, as here, the Parties expressly agreed to a broad release
provision, the Court will enforce the provision according to its plain terms. Beck-Ford Constr.,
LLC v. TCA Glob. Credit Master Fund, LP, 240 F. Supp. 3d 1256, 1279 (S.D. Fla. 2017) (“[U]nder
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Florida law, clear and unambiguous release provisions are enforceable.”). Thus, it is respectfully
recommended that Defendant’s Motion to Dismiss (DE 135) be GRANTED, as Plaintiff’s claims
are barred by the broad release provision contained in the Settlement Agreement.
V. 	CONCLUSION
For the reasons fully stated herein, it is respectfully recommended that Plaintiff’s Second
Amended Motion to Enforce the Parties’ Settlement Agreement and Supporting Memorandum of
Law (DE 133) be DENIED and that Defendant’s Motion to Dismiss for Lack of Subject Matter
Jurisdiction and Release of Claims (DE 135) be GRANTED. 	It is further respectfully
recommended that this case remain CLOSED.
VI. 	OBJECTIONS
The parties will have fourteen (14) days from the date of this Report and Recommendation
to file written objections, if any, with the Honorable Federico A. Moreno, United States District
Judge. Failure to file objections timely shall bar the parties from a de novo determination by the
District Judge of an issue covered in this Report and shall bar the Parties from attacking on appeal
unobjected-to factual and legal conclusions contained in this Report, except upon grounds of plain
error, if necessary, in the interest of justice. See 28 U.S.C. § 636(b)(1) (2009); Thomas v. Arn, 474
U.S. 140, 149 (1985); Henley v. Johnson, 885 F.2d 790, 794 (11th Cir. 1989); 11th Cir. R. 3-1
(2016).
RESPECTFULLY SUBMITTED in Chambers in Miami, Florida on this 2nd day of
February, 2026.
____________________________________
ELLEN F. D’ANGELO
UNITED STATES MAGISTRATE JUDGE
cc: 	All Counsel of Record
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