Does Adding Blank Lines for a Notary Invalidate a Settlement Offer?
A Georgia driver appealed from a trial court’s denial of his motion to enforce a settlement agreement with the appellees, following a motor-vehicle accident. The appellant asserted the trial court erred in denying his motion by concluding that the inclusion of blank lines for a notary’s signature on a release constituted a counteroffer and, as a result, there was no binding settlement agreement between the parties.
Background
The appellees filed suit against the appellant seeking damages for injuries they sustained in a car crash. The appellant answered, and a few days later, he received a letter from the appellees demanding settlement for the $50,000 policy limit with his insurer, GEICO. In order to accept the settlement proposal, GEICO was required to take several actions, including the return of a signed release that complied with certain specifications. The appellees’ offer letter first provided as follows:
In order for [GEICO] to accept this offer of behalf of its insured, GEICO must take the steps outlined below in this section—“Material Terms of Settlement.” If GEICO does not follow those steps exactly, then GEICO’s response to this offer will constitute a counteroffer and a rejection of this offer. Also, GEICO has to get it right the first time. If GEICO does not accept this offer in the manner specified below, [the appellees] will take this case to verdict and judgment . … In other words, this offer is GEICO’s one chance to protect its customer from financial catastrophe, and GEICO needs to get it right.
The terms of settlement included the requirement that GEICO “expressly accept this offer in writing, unequivocally and without variance of any sort . …” The letter also specified that appellees’ counsel would neither “revise or re-write the release sent by GEICO in order to make it comply with this offer” nor “strike through non-complying terms, conditions, or representations contained in the release in order to make a non-complying release comply with the terms and conditions of this offer.”
As to signatures on the release, the appellees specified:
Because the release memorializes mutual agreements between GEICO and our clients, an authorized representative of GEICO must also sign the release that is delivered to our firm. The representative of GEICO should sign the release on a signature blank formatted for that purpose. The signature block for the representative of GEICO should appear next to, and be formatted similarly to, the signature block for our client. The signature block should contain the signatory’s full name in printed text along with the signatory’s professional title. If the proposed release does not contain the appropriate signature from a representative of GEICO, then GEICO’s response will not constitute an acceptance of this offer.
Separately, the letter provided that an authorized representative of GEICO must sign a duly notarized, sworn affidavit swearing that the demanded amount constitutes the entirety of the liability insurance available to the appellant through GEICO. Finally, the letter again warned that “GEICO must accept this offer, unequivocally and without variance of any sort, by taking the actions specified in the paragraphs above.”
When GEICO sent the release to the appellees, in addition to the above-delineated requirements for the signature block, it included something else: GEICO’s representative signed the release with his signature notarized, and there were blank notary lines underneath each signature space for the four appellees.
The appellant moved to enforce the settlement agreement, but the trial court concluded that the inclusion of the additional area for notary signatures resulted in a counteroffer, not an acceptance of the appellees’ offer to settle. As a result, the court concluded there was no settlement agreement to enforce. The appellant appealed.
The Court of Appeals Affirms
Presiding Judge Stephen Dillard wrote that there’s no enforceable settlement between parties “absent mutual agreement between them.” And an answer to an offer won’t amount to an acceptance, resulting in a contract, unless it is “unconditional and identical with the terms of the offer.” As such, to constitute an agreement, the offer “must be accepted unequivocally and without variance of any sort.”
However, the judge noted that these requirements can be a trap for the unwary, leading the Court to caution parties to avoid crossing the line from vigorous advocacy to gamesmanship. Even so, the difference between “cageyness for its own sake and detail-oriented advocacy is often in the eye of the beholder,” the judge wrote quoting an earlier decision. Judge Dillard went on to explain that an offeror’s freedom to set the terms of an offer in the settlement context—even if those terms impose additional burdens on the offeree—shouldn’t be unduly restricted.
Here, the appellant argued that because the appellees’ offer letter didn’t explicitly prohibit notary signature lines, GEICO’s inclusion of them was still in compliance with the offer’s terms. The appellees didn’t explicitly prohibit the inclusion of signature lines for a notary public, but the Court has held that the inclusion of items specifically noted for exclusion in an offer resulted in a counteroffer. Judge Dillard pointed out that here an express exclusion wasn’t necessary when the offer letter provided the exact requirements for signatories (without mentioning notarization), elsewhere included an explicit notarization requirement, and stated not once but twice that the release should be returned “without variance of any sort.” The inclusion of blank signature lines for a notary—not just for GEICO but for the appellees as well—was, then, a variance to the offer that imposed a new condition to executing the release—i.e., notarization of all signatures. The judge wrote that “while complaining about such a variance is perhaps the height of pettiness, it nevertheless remains a variance—which was caused by GEICO being needlessly formal when it only had to comply with the appellees’ express release requirements.”
The Court of Appeals also rejected the appellant’s assertion that the inclusion of the blank notary signature lines within the returned release was “precatory” (or “expressing a wish”) when the GEICO representative’s signature was notarized and directly beside this were places for notarization beneath each of the appellees’ signatures. Judge Dillard said that nothing about the release suggested that notarization was optional. Moreover, a reasonable person who received a document already notarized by another signatory with an area for notarization of their own signature would think that this additional step to be required. And although the appellant argued that what GEICO sent to the appellees was merely a “proposed release,” the appellees’ offer explicitly warned that they wouldn’t “strike through … conditions … contained in the release in order to make a non-complying release comply with the terms and conditions of this offer.” In other words, the appellees weren’t going to simply ignore any new conditions GEICO added to the release or fix any failure to return an entirely compliant document. Instead, as appellees warned, “GEICO had to get it right the first time.”
Judge Dillard concluded that while the conditions imposed by the appellees’ settlement offer were fairly characterized as unnecessarily strict, “bordering on petty,” he wrote that contract law permits such pettiness—no matter how distasteful it might seem to some, the judge wrote. Appellees may have even set these stringent settlement conditions in the hope that GEICO would misstep and botch the acceptance of their offer. But that too isn’t barred by law—nor does it have any bearing on the Court’s analysis, the judge said. In any event, the appellees could hardly be accused of hiding the ball: GEICO was told in stark and unambiguous terms what it needed to do to accept the appellees’ settlement offer. But instead of following their instructions, “GEICO’s lack of attention to detail and decision to over complicate a simple task ultimately sealed its fate.”
Thus, because GEICO’s release included a condition not required by the appellees’ offer—i.e., notarization of all signatures—it was a counteroffer, and the trial court didn’t err in finding there was no settlement agreement to enforce. Wright v. Spearman, 2025 Ga. App. LEXIS 294 (Ga. App. June 27, 2025).
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