"The moving party must establish a meeting of the minds or mutual or reciprocal assent to a certain and definite proposition." Rolex Watch U.S.A., Inc. v. Bonney, 546 F. Supp. 2d 1304, 1307 (M.D. Fla. 2008). "To compel enforcement of a settlement agreement, its terms must be sufficiently specific and mutually agreed upon as to every essential element."
RSUI Indem. Co. v. Desai, No. 8:13-cv-2629-T-30TGW, 2016 WL 7013534, at *6 (M.D. Fla. Nov. 8, 2016), report and recommendation adopted, 2016 WL 6947372 (M.D. Fla. Nov. 28, 2016) (“[W]hen parties agree to agree in the future, there is no enforceable contract until after negotiations are completed.”); Rolex Watch U.S.A., Inc. v. Bonney, 546 F.Supp.2d 1304, 1307-08 (M.D. Fla. 2008) (finding email from defendant's counsel purporting to confirm terms of the settlement, to which plaintiff's counsel never responded, was insufficient to establish a meeting of the minds and mutual agreement to all essential terms); see also Calderon v. Springs Landscape & Maint., Inc., No. 17-22869-CIV, 2018 WL 5098976, at *1 (S.D. Fla. Aug. 9, 2018), report and recommendation adopted, 2018 WL 6444227 (S.D. Fla. Dec. 10, 2018) (enforcing unsigned FLSA settlement, noting that it contained all essential terms, to include the settlement amount, liquidated damages, execution of a mutual general release, and the time frame to make payments).
A release can be an essential term in an agreement. Rolex Watch U.S.A., Inc., v. Bonney, 546 F.Supp.2d 1304, 1308 (M.D. Fla. 2008); see Cheverie v. Geisser, supra, 783 So.2d at 119 (no enforceable agreement where "plaintiff did not agree to the indemnification language in the release"); Gaines v. Nortrust Realty Management, Inc., supra, 422 So.2d at 1040 (no settlement agreement where parties did not have mutual understanding regarding a release); see also Thompson v. Estate of Maurice, 150 So.3d 1183, 1188 (Fla. Dist. Ct. App. 2014) (no enforceable agreement where defendant counter-offered by asserting new essential term of conditioning its acceptance on the plaintiff's execution of a release); but see, Miles v. Northwestern Mut. Life Ins. Co., 677 F.Supp.2d 1312, 1316 (M.D. Fla. 2009) (an e-mail mentioning the drafting of the release did not alter the binding settlement agreement). Moreover, when parties have a dispute "as to the character, nature, or type of release to be used, an essential element of the agreement is not established."
The Individual Defendants are personally liable for Lanham Act violations because they actively and knowingly cause the infringement. See Chanel, Inc. v. Italian Activewear of Florida, Inc., 931 F.2d 1472, 1477 (11th Cir. 1991); Rolex Watch U.S.A., Inc. v. Bonney, 546 F.Supp. 2d 1304, 1306 (M.D. Fla. 2008). f. Even if one or more of the Corporate Defendants or Individual Defendants have indicated a willingness to change the name of a restaurant, any change would have occurred not after Plaintiffs' repeated written notifications of use of Infringing Names, but only after Plaintiffs filed the instant suit.
Plaintiff correctly points out that individuals may be subject to liability for trademark violations because corporations act only through their officers or employees. (Doc. # 53 at 3);Chanel, Inc. v. Mesadieu, 6:08-cv-1557-Orl-31KRS, 2009 WL 2496586, at *7 (M.D. Fla. Aug. 12, 2009) ("If an individual actively and knowingly caused the infringement, he is personally liable" under the Lanham Act); Rolex Watch U.S.A., Inc. v. Bonney, 546 F.Supp.2d 1304, 1306 (M.D. Fla. 2008) ("An individual may be personally liable for trademark infringement only if he `actively and knowingly caused the infringement'"); Contemporary Rest. Concepts, Ltd. v. Las Tapas-Jacksonville, Inc., 753 F.Supp. 1560, 1565 (M.D. Fla. 1991) ("[I]t is well established that a corporate officer can be held personally liable for acts of trademark infringement if it is shown that the individual caused such acts to occur"). Plaintiff's complaint allegations are sufficient to survive Defendants' Motion to Dismiss.