Moore v. Donegal Mutual Insurance

Moore v. Donegal, No. 788, September Term, 2019, Opinion by Graeff, J. SETTLEMENT CONTRACTS — OFFER AND ACCEPTANCE — LAPSE In contract law, an offer is a conditional promise, and the offeree has the power to accept the offer and create a contract. When an offer provides no specified time for acceptance, it must be accepted within a time reasonable under the circumstances or it will lapse and can no longer be accepted. When a settlement offer that does not specify a time for acceptance is made while the trial is still proceeding, the issue whether the offer was accepted in a reasonable amount of time generally is an issue of fact to be determined by the trier of fact. Here, where the offer was accepted prior to final judgment, within approximately two hours after appellee stated that the offer was still on the table, the issue whether appellant accepted the offer within a reasonable time was a question of fact.

The circuit court erred in granting appellee’s motion for summary judgment based on its finding, as a matter of law, that the offer lapsed. Circuit Court for Baltimore County Case No. 03-C-18-7009 REPORTED IN THE COURT OF SPECIAL APPEALS OF MARYLAND No. 788 September Term, 2019 ______________________________________ TRINA MOORE v. DONEGAL MUTUAL INSURANCE COMPANY ______________________________________ Graeff, Leahy, Shaw Geter, JJ. ______________________________________ Opinion by Graeff, J. ______________________________________ Filed: September 30, 2020 Pursuant to Maryland Uniform Electronic Legal Materials Act *Kehoe, J., did not participate in the decision to (§§ 10-1601 et seq. of the State Government Article) this document is authentic. report this opinion pursuant to Md. Rule 8-605.1. 2020-09-30 15:46-04:00 Suzanne C. Johnson, Clerk Trina Moore, appellant, filed a complaint against Donegal Mutual Insurance Company (“Donegal”), appellee, alleging that Donegal breached a settlement agreement negotiated in the underlying case of Moore v. Belmont, No. 03-C-17-000487. Both parties filed motions for summary judgment. After a hearing, the Circuit Court for Baltimore County denied Ms. Moore’s Motion for Summary Judgment and granted Donegal’s Motion for Summary Judgment.

The court entered judgment in favor of Donegal, finding that there was no settlement agreement in the underlying case because Ms. Moore did not accept Donegal’s offer until after it had lapsed. On appeal, Ms. Moore presents the following questions for this Court’s review, which we have rephrased slightly, as follows: 1. Did the circuit court err in granting Donegal’s Motion for Summary Judgment? 2. Did the circuit court err in denying Ms. Moore’s Motion for Summary Judgment?

For the reasons set forth below, we shall reverse the judgment of the circuit court. FACTUAL AND PROCEDURAL BACKGROUND1 I. Moore v. Belmont On January 18, 2017, Ms. Moore filed a negligence claim against Belmont Hospitality Inc. (“Belmont”) in Moore v. Belmont. Trial began on May 16, 2018. Ms. 1 Because this is an appeal relating to rulings on motions for summary judgment, the facts come from affidavits, depositions, and responses to requests for admissions of fact.

Moore was represented by Joseph Spicer and Seymour Goldstein. Belmont’s trial counsel was Christian Mann. Michelle DiNizo was the insurance adjuster Donegal assigned to Ms. Moore’s claim against Belmont. Prior to trial, Donegal offered to pay Ms. Moore $18,000 to settle her personal injury claims.

On May 17, 2018, at approximately 10:30 a.m., Mr. Goldstein called Ms. DiNizo and advised that Ms. Moore would settle the case for $21,500. Ms. DiNizo stated that Donegal was only willing to pay $18,000. In his deposition, Mr. Goldstein stated, and Donegal does not dispute on appeal, that Ms. DiNizo affirmed that the $18,000 offer was “still on the table.” The trial then continued. Ms. Moore closed her case, and according to Donegal, Ms. Moore did not call any witnesses to testify that Belmont acted negligently.

Prior to the lunch recess, Belmont moved for judgment. During the lunch recess, Ms. Moore’s counsel advised counsel for Donegal that Ms. Moore accepted the offer of $18,000 to settle her personal injury claim. Defense counsel stated that he needed to speak to the insurance adjuster. Mr. Mann called Ms. DiNizo, who advised that the $18,000 offer was no longer available.

Mr. Goldstein then called Ms. DiNizo and confirmed that Ms. DiNizo previously had said that the $18,000 offer was still on the table. Ms. DiNizo advised that she had made a mistake in saying that. During her deposition, Ms. DiNizo explained that she should have told Mr. Goldstein in the first conversation that Donegal was not willing to pay $18,000. 2 Mr. Spicer brought the issue of the settlement offer to the attention of the circuit court, but the court refused to address it. At the close of trial, Belmont again moved for judgment, and the court denied the motion.

On May 18, 2018, the jury returned a verdict finding that Belmont was not negligent.

II

Moore v. Donegal On May 23, 2018, Ms. Moore filed a complaint against Donegal in the District Court for Baltimore County. Donegal requested a jury trial, and the case was moved to circuit court. In her amended complaint, Ms. Moore stated she was seeking $18,000 due to Donegal’s breach of the settlement agreement.2 Ms. Moore filed a Motion for Summary Judgment, alleging that there was no dispute of material fact that the parties created a contract. Donegal also filed a Motion for Summary Judgment, alleging that there was no dispute of material fact that there was no breach of contract between the parties.

On June 17, 2019, the circuit court held a hearing on the motions for summary judgment. At the hearing, counsel for Ms. Moore argued that there was no dispute of material fact in this case and only a question of law, i.e., whether a contract was formed when Ms. Moore accepted the $18,000 offer. She asserted that, after the initial $18,000 offer and her $21,500 demand, the adjuster said that the $18,000 offer was still on the table, 2 Ms. Moore initially sued Ms. DiNizo as well, but she subsequently dismissed Ms. DiNizo as a party. 3 and her acceptance of that offer a couple of hours later was given within a reasonable time. Accordingly, a contract was formed.

Donegal argued that summary judgment should be granted for three reasons. First, it asserted that, because there was a counter demand of $21,500, “everything is washed out.” Second, counsel noted that, although the $18,000 offer was on the table at 10:30 a.m., there was no evidence that the adjuster said that the $18,000 offer was “going to continue for any period of time.” He asserted that Donegal was entitled to summary judgment because there was a lapse of time before acceptance of the offer. Counsel argued that, once Belmont made its motion for summary judgment in the underlying case, things had changed, and Ms. Moore knew that the case was “in big trouble” because she had closed her case without producing evidence that the defendant had notice of the defect that she asserted caused her to fall.3 Third, Donegal argued that, because there was no release, there was no settlement agreement. The court determined that Ms. Moore was not entitled to summary judgment, and it denied her motion.

The court found, however, that Donegal was entitled to summary judgment. It stated: Specifically, I find that the offer had lapsed after a reasonable amount of time. A passage of time is not just about hours, minutes and seconds ticking by on a clock, the context matters. And in this case the context for the timing was that the trial had advanced to a different procedural posture, and I find that that is the time at which the offer had lapsed.

So the Motion for Summary Judgment made by Donegal Mutual Insurance Company is 3 Inconsistently, counsel argued that there was a dispute regarding what was a reasonable lapse of time, although he stated that, in the context of a jury trial, that time is very short. 4 granted, and the Court will enter judgment in favor of Donegal Mutual Insurance Company and against the Plaintiff Moore. This appeal followed. DISCUSSION Ms. Moore contends that the circuit court erred in granting Donegal’s Motion for Summary Judgment and denying her motion. She asserts that Donegal “made an open- ended offer with no restrictions to settle [her] tort claim,” which she accepted, “thereby creating a settlement contract between” her and Donegal.

She asserts that there was “no evidence that the offer had lapsed,” and her acceptance of the offer was within a reasonable amount of time when it was given within two hours from when she was told that the offer was “still on the table.” Ms. Moore contends that there is no legal authority to support the circuit court’s ruling that a change in the procedural posture of a case causes a settlement offer to lapse as a matter of law. Donegal contends that the circuit court properly granted its Motion for Summary Judgment. Although Donegal disputes that an “open-ended offer” was made during the initial discussion, for purposes of argument in support of the court’s grant of its Motion for Summary Judgment, it assumes that the offer was “open-ended.” It argues, however, that there is no dispute that any such offer had lapsed by the time Ms. Moore accepted it. Donegal argues that, when a party does not specify “a time within which the offer is to be accepted,” the other party must “accept the offer within a reasonable period of time, after it was made, for there to be a contract.” It asserts that, in the “circumstances of an ongoing litigated trial, the reasonable period of time for a party to accept an offer would end at the 5 time the trial is resumed and going forward,” and Ms. Moore’s decision to accept $18,000 two hours later was “far too late.”4