Stevenson v. Stevenson
1995 Fla. App. LEXIS 10627, 1995 WL 594573, 661 So. 2d 367 (1995)
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Rule of Law:
An offeree who accepts the benefits of a proposed contract by performing an act inconsistent with the offeror's ownership of the offered property, such as cashing a check, is bound by the contract's terms through acceptance by conduct, thereby ratifying the agreement even if a contrary intent is later expressed.
Facts:
- Robert Stevenson and Laura Stevenson's Marital Settlement Agreement provided that they would jointly sell two properties and divide the profits.
- Laura later decided to purchase a home in her own name and required cash to qualify for mortgage financing.
- The parties negotiated a modification agreement whereby Robert would pay Laura $5,500 in exchange for her one-half interest in a jointly-owned Ocala property.
- Robert signed the modification agreement, a quitclaim deed for the Ocala property, and tendered a $5,500 cashier's check to Laura.
- Laura executed the modification agreement and the quitclaim deed in her attorney's office.
- After her signature was confirmed, the $5,500 check was released to Laura, who then cashed it and used the funds to satisfy a condition for her mortgage.
- Subsequently, Laura sent Robert two personal checks totaling $5,500, stating the house closing had failed, but she did not return the executed quitclaim deed to the Ocala property.
Procedural Posture:
- Robert Stevenson filed a post-judgment motion in the trial court to enforce a modification to the parties' Marital Settlement Agreement.
- The trial court excluded testimony from Laura Stevenson's attorney's secretary regarding Laura's execution of the agreement, citing attorney-client privilege.
- The trial court denied Robert's motion, finding there was no agreement or meeting of the minds between the parties.
- Robert Stevenson, as appellant, appealed the trial court's order to the intermediate court of appeal.
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Issue:
Does an offeree's action of cashing a check and using the funds for their own benefit, as stipulated in a proposed contract modification, constitute a legally binding acceptance of that contract, even if the offeree later attempts to return the money and claims there was no 'meeting of the minds'?
Opinions:
Majority - Polen, Judge
Yes. An offeree's action of cashing a check and using the funds as stipulated in a proposed contract constitutes a legally binding acceptance. The court reasoned that under the Restatement (Second) of Contracts, Section 69(2), an offeree who performs an act inconsistent with the offeror's ownership of the offered property is bound by the offered terms. Laura’s cashing of the $5,500 check and using the money to qualify for her mortgage was an exercise of dominion over the property and an acceptance of the contract's benefits. Citing 'Scocozzo v. General Dev. Corp.', the court found that by accepting these benefits, Laura was legally estopped from questioning the contract's validity, thus ratifying the agreement. The court also held that any attorney-client privilege regarding Laura's signing of the documents was waived when her attorney's secretary communicated that fact to Robert's attorney's office.
Analysis:
This case reinforces the contract law principle of acceptance by conduct, clarifying that a party's actions can form a binding agreement, irrespective of their subsequent subjective claims. It establishes that accepting and using the benefits of a proposed contract, such as cashing a check, constitutes an objective manifestation of assent that ratifies the agreement. This precedent limits a party's ability to repudiate a contract after having enjoyed its advantages, thereby promoting certainty and preventing parties from strategically accepting benefits while reserving the option to later deny the contract's existence.
