Can an Email Count as a Settlement Agreement?
In this interlocutory appeal, a plaintiff challenged the trial court’s order enforcing a settlement agreement with another motorist in an auto accident case.
Background
After a 2018 auto accident, the plaintiff filed suit. At the time of the crash, the defendants had an automobile liability insurance policy with USAA with a bodily injury liability limit of $100,000, and the plaintiff had an underinsured motorist policy with Nationwide.
In 2020 and 2022, the plaintiff offered to settle any claims against the defendants if USAA paid the $100,000 policy limits; but the defendants didn’t accept this offer. Then, on January 21, 29, and 31, 2025, the defendants’ counsel sent the plaintiff’s counsel emails about scheduling court-ordered mediation. On January 31, 2025, the plaintiff’s counsel sent the defendants’ counsel the following email:
Would you be agreeable to having a virtual mediation? As you know, as a condition of the UM policy in place, we are not in a position to accept anything short of the full liability limits. I assume if your clients were willing to tender the policy limits, you would have done so by now after several years of litigation with multiple demands and offers of settlement.
If your clients are willing to tender the policy limits, we are agreeable to attending an in-person mediation to allow for negotiations with the UM carrier. If your clients are unwilling, I would like to request a virtual mediation as there is a zero chance of any settlement, and I would very much appreciate you saving me a couple of days of travel for the mediation. Please let me know how you would like to proceed.
The parties then exchanged emails on February 10 and 24, 2025, regarding mediation. On February 10th, the plaintiff’s counsel wrote to the defendants’ counsel as follows:
Just circling back with you on the mediation. I’m happy to circulate some dates based on the mediator’s calendar. Please let me know.
Then, on February 24th, the defendants’ counsel wrote to the plaintiff’s counsel, “If you would circulate dates, that would be great! My folks are ready to proceed with mediation.”
And later that day, the plaintiff’s counsel asked the defendants’ counsel: “Are you guys agreeing to a virtual mediation?”
On February 25th, the defendants’ counsel sent the plaintiff’s counsel an email stating, “I am authorized to tender the available $100,000.00 bodily injury limits under the USAA Policy … in exchange for a limited liability release of [the defendants]. Please provide payment instructions and a W9.”
The next day, the plaintiff’s counsel sent the defendants’ counsel an email stating that there was no offer or agreement to settle the case for $100,000. The defendants later moved to enforce a settlement agreement, arguing that the plaintiff offered to settle her claims in the January 31, 2025, email and that the defendants accepted the offer through their February 25th email. The plaintiff responded that her January 31st email didn’t constitute an offer to settle but was simply sent to clarify whether the defendants were willing to tender the USAA policy limits, which would trigger the plaintiff’s underinsured policy with Nationwide and thus warrant in-person mediation in Savannah.
The trial court granted the defendants’ motion to enforce the settlement agreement. In doing so, the court found that (i) the plaintiff’s January 31, 2025, email constituted a definitive offer and manifested a willingness to accept the USAA policy limits in exchange for settlement by stating “if [the defendants] are willing to tender the policy limits, we are agreeable to attending an in-person mediation”; and (ii) the defendants’ February 25th response constituted an unequivocal acceptance of the plaintiff’s offer.
The trial court reasoned that the inclusion of the limited liability release in the February 25, 2025 response wasn’t an additional condition requiring separate acceptance, but merely acknowledged the parties’ implied agreement to terminate the controversy. The court also found that the essential terms of the settlement agreement were clearly established: the defendants would tender the $100,000 USAA policy limits, and the plaintiff would execute a limited liability release of the defendants. This appeal followed.
Court of Appeals Reverses
On appeal, the plaintiff argued that her January 31st email didn’t constitute a valid settlement offer because it didn’t manifest an intent to resolve her claims against the defendants, and the purpose of the email was simply to determine whether mediation would be in-person or virtual.
In response, the defendants claimed that the plaintiff’s email constituted a valid settlement offer because under Herring v. Dunning (1994), the correspondence contained an implied promise to execute a release or otherwise terminate the controversy in exchange for payment of the USAA policy limits. But the Court of Appeals agreed with the plaintiff that the January 31st email didn’t constitute a valid settlement offer. As a result, the trial court erred in granting the defendants’ motion to enforce the settlement agreement.
Presiding Judge Stephen Dillard wrote in his opinion for the panel that “the law favors compromise,” and when parties have “entered into a definite, certain, and unambiguous agreement to settle, it should be enforced.” And in Georgia, an agreement “alleged to be in settlement and compromise of a pending lawsuit must meet the same requisites of formation and enforceability as any other contract.” So, an agreement between two parties will occur “only when the minds of the parties meet at the same time, upon the same subject matter, and in the same sense.” In other words, absent a mutual agreement, there’s no enforceable contract between the parties.
In cases like this one, in which the existence of a binding agreement is disputed, the proponent of the settlement must establish its existence in writing, and when determining whether the parties had the mutual assent or meeting of the minds necessary to reach agreement, courts apply an objective theory of intent. This means that one party’s intention is deemed to be that meaning a reasonable person in the position of the other contracting party would ascribe to the first party’s manifestations of assent, or that meaning which the other contracting party knew the first party ascribed to his manifestations of assent.
In doing so, the circumstances surrounding the making of the contract, “such as correspondence and discussions, are relevant in deciding if there was a mutual assent to an agreement, and courts are free to consider such extrinsic evidence.”
Importantly, a contract is enforceable when its terms are “expressed in language sufficiently plain and explicit to convey what the parties agreed upon.” And a definite offer and complete acceptance, for consideration, “create a binding contract.” However, the judge explained, if the offer is so indefinite as to make it impossible for a court to decide just what it means, and to fix the legal liability of the parties, its acceptance can’t result in an enforceable agreement. Indeed, an offer is “the manifestation of willingness to enter into a bargain, so made as to justify another person in understanding that his assent to that bargain is invited and will conclude it.” As such, any conduct from which a reasonable person in the offeree’s position would be justified in inferring a promise in return for a requested act or a requested promise by the offeree amounts to an offer.
Judge Dillard found that the plaintiff’s January 31st email didn’t constitute a definite or valid offer capable of acceptance because its text didn’t manifest an intent to terminate her lawsuit in exchange for payment of the $100,000 USAA policy limits. Rather, the purpose of the email (as evinced by the relevant language) was to determine whether the defendants were willing to tender or offer the USAA policy limits, which would then trigger the plaintiff’s underinsured motorist policy and affect the nature of mediation. Again, the plaintiff’s email provided as follows:
If [the defendants] are willing to tender the policy limits, we are agreeable to attending an in-person mediation to allow for negotiations with the UM carrier. If your clients are unwilling, I would like to request a virtual mediation as there is a zero chance of any settlement, and I would very much appreciate you saving me a couple of days of travel for the mediation.
So, although the plaintiff manifested her willingness to attend in-person mediation upon the defendants’ tender of the policy limits, she didn’t manifest a willingness to terminate her lawsuit in exchange for that tender. Here, the plaintiff used the phrase “offer to settle” in his communications with the defendant. And in the absence of a valid offer to settle, the parties can’t form a binding settlement agreement. As a result, the trial court erred in concluding otherwise, and the judgment was reversed. Falkner v. Gilliland, 2026 Ga. App. LEXIS 207, 2026 LX 196288, 2026 WL 1075805 (Ga. App. April 21, 2026).
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