Godwin v. State Farm Mutual Automobile Insurance Company

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IN THE UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF ALABAMA
SOUTHERN DIVISION
JAMES GODWIN, 	)
)
Plaintiff, 	)
)
v. 	) 	CIVIL ACT. NO. 1:24-cv-341-TFM-N
)
STATE FARM MUTUAL 	)
AUTOMOBILE INSURANCE 	)
COMPANY, 	)
)
Defendant. 	)
MEMORANDUM OPINION AND ORDER
Pending before the Court is the Motion for Judgment on the Pleadings. 	Doc. 5, filed
September 24, 2024. Defendant State Farm Mutual Automobile Insurance Company motions the
Court, pursuant to Fed. R. Civ. P. 12(c), to enter a judgment on the pleadings because Plaintiff
James Godwin’s single claim for breach of contract fails as a matter of law. Id. Included in the
motion for judgment on the pleadings is Defendant State Farm Mutual Automobile Insurance
Company’s request the Court revise the contract between it and Plaintiff James Godwin to reflect
a settlement amount of $25,000.00. Having considered the motion (Doc. 5), response (Doc. 10),
reply (Doc. 13), and relevant law, the Court finds the motion is due to be DENIED.
Also, pending before the Court is the Motion to Strike Affidavit of Randall C. Caldwell, Jr.
Doc. 14, filed October 25, 2024. Defendant State Farm Mutual Automobile Insurance Company
motions the Court strike the affidavit of Randall C. Caldwell, Jr., that was submitted with Plaintiff
James Godwin’s response to the motion for judgment on the pleadings. Id. Plaintiff James Godwin
did not file a response to the motion to strike. Having considered the motion (Doc. 5) and relevant
law, the Court finds the motion is due to be DENIED as moot.
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I. 	JURISDICTION AND VENUE
The Court has subject matter jurisdiction over the claims in this action pursuant to 28
U.S.C. § 1332 (diversity).
The parties do not contest personal jurisdiction or venue, and there are adequate allegations
to support both. The district court has personal jurisdiction over the claims in this action because
the events that gave rise to this action are alleged to have occurred within this district. See Consol.
Dev. Corp. v. Sherritt, Inc., 216 F.3d 1286, 1291-92 (11th Cir. 2000) (“Specific jurisdiction arises
out of a party’s activities in the forum that are related to the cause of action alleged in the complaint
. . . . General personal jurisdiction, on the other hand, arises from a defendant’s contacts with the
forum that are unrelated to the cause of action being litigated. The due process requirements for
general personal jurisdiction are more stringent than for specific personal jurisdiction, and require
a showing of continuous and systematic general business contacts between the defendant and the
forum state.”).
Venue is proper in this Court pursuant to 28 U.S.C. § 1391(b)(2) because a substantial part
of the events or omissions that gave rise to this litigation occurred in this judicial district.
II. 	BACKGROUND
A. 	Factual Background1
1 For a motion for judgment on the pleadings, the Court must “accept as true all material facts
alleged in the non-moving party’s pleadings,” which are viewed in “the light most favorable to the
non-moving party.” 	Perez v. Wells Fargo N.A., 774 F.3d 1329, 1335 (11th Cir. 2014) (citing
Hawthorne v. Mac Adjustment, Inc., 140 F.3d 1367, 1370 (11th Cir. 1998)). “[W]hen resolving a
motion to dismiss or a motion for judgment on the pleadings, a court may properly consider a
document not referred to or attached to a complaint under the incorporation-by-reference doctrine
if the document is (1) central to the plaintiff’s claims; and (2) undisputed, meaning that its
authenticity is not challenged.” Johnson v. City of Atlanta, 107 F. 4th 1292, 1300 (11th Cir. 2024)
(footnote omitted). 	Defendant attached several documents to its answer: (1) Butler’s relevant
policy of insurance (Doc. 3-1), (2) email correspondence between Defendant’s claims department
and Plaintiff’s counsel (Docs. 3-2, 3-5), and (3) mail correspondence between Defendant’s claims
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On or about April 11, 2024, Plaintiff James Godwin (“Godwin” or “Plaintiff”) was
involved in a wreck with Jeffrey Gordan Butler (“Butler”), and as a result, Godwin sustained
serious injuries. Doc. 1-1 at 3. At the time of the wreck, Butler was an insured under a policy of
insurance (“the Policy”) with Defendant State Farm Mutual Automobile Insurance Company
(“State Farm” or “Defendant”). 	Id. 	The Policy included liability coverage with limits of
$25,000.00 for bodily injury to a single person. Doc. 3-1 at 2, 8-11.
On June 12, 2024, counsel for Plaintiff emailed Defendant’s claims department and
requested a policy limit tender for Plaintiff. Doc. 3-2. Counsel wrote, “There appears to only be
25k in coverage, and [Plaintiff] has no UIM.” Id. at 1. Counsel described Plaintiff’s injuries from
the accident:
[Godwin] was taken to USA Hospital by lifeflight with a shattered hip and injuries
to his intestines and legs. He states that he was at USA for 5 days before he was
released to go home. He had surgery on his hip. He has been in follow-up treatment
ever since.
Id. As a result of Plaintiff’s treatment, counsel indicated the treating hospital filed a lien against
Plaintiff in the amount of $169,213.34, which counsel attached to his email. Id. at 1-2. Counsel
concluded his email “Let me know if this is sufficient for a PL tender, or what you would need to
see in addition to this.” Id. at 1.
In a letter that is dated July 5, 2024, and addressed to Plaintiff’s counsel, Defendant’s
claims department wrote:
This will confirm our settlement offer in the amount of $169,213.34 on 07/05/2024.
Please provide the UIM subrogation waiver, if applicable. If not applicable, please
provide your client’s policy documentation to confirm. Please review the attached
department and Plaintiff’s counsel (Docs. 3-3, 3-4). The Court finds the attached documents are
central to Plaintiff’s claim for breach of contract, and Plaintiff does not dispute their authenticity
in his response to the motion for judgment on the pleadings. Therefore, the Court will consider
the documents that are attached to Defendant’s answer to the complaint to resolve the motion for
judgment on the pleadings.
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lien(s) and advise if you have potential of getting lien amounts reduced. If there is
no potential of getting liens reduced, I am prepared to print settlement checks upon
receiving signed release.
Doc. 3-3 at 1. Attached to the letter was a release form for Plaintiff to complete with an offer of
consideration in the amount of $169,213.34. Id. at 2.
In a letter that is dated July 5, 2024, and addressed to Defendant’s claims department,
Plaintiff’s counsel wrote, “This letter is to confirm that [Plaintiff] accepts the offer of $169,213.34
to settle the above claim.” Doc. 3-4. The letter provided information to format the check as well
as mailing instructions and included the completed release form. Id.
On July 10, 2024, Defendant’s claims department emailed Plaintiff’s counsel and
informed:
There was a prior release sent to you in the wrong amount of $169,213.34. This
policy carries a limit of $25,000.00 and we have authority to settle it for the same.
As the previous release was sent in error, please have your client sign and return
the attached corrected release. 	Additionally, please provide a UM subrogation
waiver if applicable. If not, please confirm the same in writing.
Doc. 3-5 at 1. Attached to the email was a release form for Plaintiff to complete with an offer of
consideration in the amount of $25,000.00. Id. at 2.
Since then, State Farm has not issued to Godwin the offered payment of $169,213.34. Id.
B. 	Procedural Background
Plaintiff originally filed his complaint on August 19, 2024, in the Circuit Court of Baldwin
County, Alabama. 	Doc. 1-1 at 1-11. 	On September 18, 2024, Defendant timely removed this
matter to this Court and cites 28 U.S.C. § 1332 as its basis for removal. Doc. 1 at 3-5. On the
same date, Defendant filed its answer to the complaint. Doc. 3.
On September 24, 2024, Defendant filed its instant motion for judgment on the pleadings
(Doc. 5) for which the Court entered a briefing scheduling order (Doc. 7). Plaintiff timely filed
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his response to the motion (Doc. 10), and Defendant timely filed its reply (Doc. 13). In support of
Plaintiff’s response to the motion, he filed the affidavit of Clyde Randall Caldwell, Jr. (Doc. 8),
for which Defendant filed a motion to strike (Doc. 14). 	Plaintiff did not file a response to the
motion to strike. See Docket Sheet. The Court finds oral argument is unnecessary, and therefore,
the motion for judgment on the pleadings and motion to strike are ripe for review.
III. 	STANDARD OF REVIEW
The Federal Rules of Civil Procedure provide that “[a]fter the pleadings are closed-but
early enough not to delay trial-a party may move for judgment on the pleadings.” FED. R. CIV. P.
12(c). Judgment on the pleadings pursuant to Fed. R. Civ. P. 12(c) is appropriate when “no issues
of material fact exist, and the movant is entitled to judgment as a matter of law.” 	Ortega v.
Christian, 85 F.3d 1521, 1524-25 (11th Cir. 1996). When reviewing a judgment on the pleadings,
the court must accept the facts in the complaint as true and view them in the light most favorable
to the nonmoving party. 	Id. 	A judgment on the pleadings is limited to consideration of “the
substance of the pleadings and any judicially noticed facts.” Bankers Ins. Co. v. Fla. Residential
Prop. & Cas. Joint Underwriting Ass’n, 137 F.3d 1293, 1295 (11th Cir. 1998). In other words, a
Fed. R. Civ. P. 12(c) motion “is subject to the same standard as a motion to dismiss under Rule
12(b)(6).” Doe v. Myspace, Inc., 528 F.3d 413, 418 (5th Cir. 2008); see also Edwards v. City of
Goldsboro, 178 F.3d 231, 243-44 (4th Cir. 1999) (applying Fed. R. Civ. P. 12(b)(6) standard of
review to a Fed. R. Civ. P. 12(c) motion).
Eleventh Circuit precedent discussing the standard of review for a motion under Fed. R.
Civ. P. 12(c) indicates “[j]udgment on the pleadings is appropriate only when the plaintiff can
prove no set of facts in support of his claim which would entitle him to relief.”). Horsley v. Feldt,
304 F.3d 1125, 1131 (11th Cir. 2002) (quoting Moore v. Liberty Nat’l Life Ins. Co., 267 F.3d 1209,
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1213 (11th Cir. 2001)); see also Horsley v. Rivera, 292 F.3d 695, 700 (11th Cir. 2002) (“If upon
reviewing the pleadings it is clear that the plaintiff would not be entitled to relief under any set of
facts that could be proved consistent with the allegations, the court should dismiss the complaint.”).
These cases have not yet been explicitly overturned. However, that same language was previously
utilized in the context of a Fed. R. Civ. P. 12(b)(6) motion to dismiss prior to Bell Atl. Corp. v.
Twombly, 550 U.S. 544, 555 (2007). In Twombly, the Supreme Court explained that this “no set
of facts” language “earned its retirement” because it is simply “an incomplete, negative gloss on
an accepted pleading standard: once a claim has been stated adequately, it may be supported by
showing any set of facts consistent with the allegations in the complaint.” Id. at 563. As caselaw
is clear that the standards are functionally identical for a Fed. R. Civ. P. 12(b)(6) and 12(c) motion,
the Court will apply the Twombly standard. See, e.g., Perez-Acevedo v. Rivero-Cubano, 520 F.3d
26, 29 (1st Cir. 2008) (applying Twombly to a Fed. R. Civ. P. 12(c) motion); Tucker v. Middleburg-
Legacy Place, LLC, 539 F.3d 545, 549-50 (6th Cir. 2008) (same); Doe v. MySpace Inc., 528 F.3d
at 418 (same); Pisciotta v. Old Nat’l Bancorp, 499 F.3d 629, 633 (7th Cir. 2007) (same).
As a result, the Court must draw “all reasonable inferences in the [non-movant’s] favor.”
St. George v. Pinellas Cnty., 285 F.3d 1334, 1337 (11th Cir. 2002). 	However, the Court is not
required to accept a plaintiff’s legal conclusions. Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009). The
U.S. Supreme Court has suggested that courts adopt a “two-pronged approach” when considering
motions to dismiss: “1) eliminate any allegations in the complaint that are merely legal
conclusions; and 2) where there are well-pleaded factual allegations, ‘assume their veracity and
then determine whether they plausibly give rise to an entitlement to relief.’” Am. Dental Ass’n v.
Cigna Corp., 605 F.3d 1283, 1290 (11th Cir. 2010) (quoting Iqbal, 556 U.S. at 679). Importantly,
“courts may infer from the factual allegations in the complaint ‘obvious alternative explanation[s],’
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which suggest lawful conduct rather than the unlawful conduct the plaintiff would ask the court to
infer.” Id. (quoting Iqbal, 556 U.S. at 682).
IV. 	DISCUSSION AND ANALYSIS
The Court will first address the motion for judgment on the pleadings then the motion to
strike.
A. 	Motion for Judgment on the Pleadings
Defendant argues it is clear the parties intended to conclude a settlement for the liability
coverage limit of $25,000.00, based on Plaintiff’s counsel’s June 12, 2024 email to Defendant’s
claims department. See Doc. 5 at 6-7. Defendant argues the settlement amount of $169,213.34
was a scrivener’s error or other mutual mistake, and therefore, there was not a meeting of the minds
to conclude an enforceable contract. Id. at 7. Defendant argues, even if the $169,213.34 settlement
amount that was offered is considered a unilateral mistake, it was out of proportion to the value of
the subject of negotiation, which was the liability coverage limit that Plaintiff’s counsel understood
to be $25,000.00, and Plaintiff knew a mistake must have been committed or had reason to know
of Defendant’s unilateral mistake. Id.
In response, Plaintiff argues there are genuine issues of material fact as to whether the
settlement offer of $169,213.34 was a scrivener’s error or a unilateral mistake. 	Doc. 10 at 3.
Plaintiff argues Defendant cannot show Plaintiff’s counsel knew the liability coverage limit was
$25,000.00, and therefore, the settlement offer of $169,213.34 was a scrivener’s error or unilateral
mistake. Id. at 4-5. Plaintiff argues Defendant drafted then transmitted the release and settlement
agreement and Defendant executed the same. Id. at 3-4.
“The elements of a breach-of-contract claim under Alabama law are (1) a valid contract
binding the parties; (2) the plaintiffs’ performance under the contract; (3) the defendant’s
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nonperformance; and (4) resulting damages.” Shaffer v. Regions Fin. Corp., 29 So. 3d 872, 880
(Ala. 2009). 	“[T]he basic elements of a contract are an offer and an acceptance, consideration,
and mutual assent to the essential terms of the agreement.” Sirote & Permutt, P.C. v. Caldwell,
293 So. 3d 867, 873 (Ala. 2019) (citations omitted). “It is well settled that whether parties have
entered a contract is determined by reference to the reasonable meaning of the parties’ external
and objective actions.” SGB Const. Servs., Inc. v. Ray Sumlin Const. Co., Inc., 644 So. 2d 892,
895 (Ala. 1994). “Conduct of one party from which the other may reasonably draw an inference
of assent to an agreement is effective as acceptance.” Id. (citing Deeco, Inc. v. 3-M Co., 435 So.
2d 1260 (Ala. 1983)). “However, settlement agreements, like other agreements, are not valid when
there has been no meeting of the minds with regard to the final terms of the agreement, . . . , or
when the parties have merely agreed to later agree, . . . .” Grayson v. Hanson, 843 So. 2d 146,
150-51 (Ala. 2002) (internal citations omitted).
“[W]hen a writing through mutual mistake of the parties, or mistake of one of the
parties, and fraud or deception on the part of the other, or mistake of the scrivener
who drew the contract for the parties, contains substantially more or less than the
parties intended or the intention of the parties is not express ‘due to inapt language’
it will be reformed to express the true intention of the parties.” Atlas Assur. Co.,
Ltd., of London, England v. Byrne, 235 Ala. 281, 282, 178 So. 451, 452 (1938).
Alabama views scrivener’s errors as mutuality of mistake, and such errors are
subject to reformation. Sherman v. Woerner Magnolia Farms, Inc., 565 So. 2d 601,
604 (Ala. 1990). . . . Generally, a unilateral mistake is not a ground for reformation.
Am. Liberty Ins. Co. v. Leonard, 270 Ala. 17, 115 So. 2d 470 (1959). Reformation
is authorized when there is fraud or inequitable conduct on the part of the other
party to the contract. Id.
Pullum v. Pullum, 58 So. 3d 752, 756-57 (Ala. 2010).
Accepting as true the material facts alleged in Plaintiff’s pleadings as well as viewing those
material facts, which include the documents that were attached to Defendant’s answer to the
complaint and incorporated by reference, in the light most favorable to Plaintiff, the Court finds a
dispute of material fact as to whether Defendant’s settlement offer of $169,213.34 was a
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scrivener’s error. In this case, the scrivener’s error was the amount for which the parties were to
settle Plaintiff’s claim against Defendant. There is a scrivener’s error when some provision of a
contract does not reflect the intent of the parties to the contract. 	See Pullum, 58 So. 3d at 756.
Here, Plaintiff’s counsel, in his June 12, 2024 email, requested a policy limit tender, which he
believed was $25,000.00, for Plaintiff’s case, and Defendant’s response was to offer $169,213.34,
the full amount of Plaintiff’s medical lien, which Plaintiff accepted. It has not been shown that
the parties agreed to any other settlement amount other than $169,213.34, and Defendant is not
constrained to offer only policy limits to settle claims on behalf of its insured.
Further applying the standard for a motion for judgment on the pleadings to whether
Defendant’s settlement offer of $169,213.34 was a unilateral mistake, the Court finds there is a
dispute of material fact. To show a unilateral mistake that disproves a contract was formed, it must
also be shown the other party committed a fraud or deception that is related to the mistake. Id.
Here, at this point in the litigation, the evidence shows Defendant offered $169,213.34 to settle
Plaintiff’s claim and he accepted the offer without evidence he committed a fraud or deception
related to such and any evidence of such is circumstantial.
Since the Court finds there is a genuine dispute of material fact as to whether Defendant
committed a scrivener’s error and unilateral mistake, the motion for judgment on the pleadings is
due to be DENIED, and in turn, its request to reform the purported contract is also DENIED.
B. 	Motion to Strike
As a preliminary matter, motions to strike are generally disfavored as time wasters that
distract the Court from the merits of a party's claim. Further, Fed. R. Civ. P. 12(f) only applies to
pleadings. See FED. R. CIV. P. 12(f) (“The court may strike from a pleading an insufficient defense
or any redundant, immaterial, impertinent, or scandalous matter.”); see also 2 James Wm. Moore,
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et al., Moore's Federal Practice § 12.37[2] (3d ed. 2013) (“Only material included in a ‘pleading’
may be subject of a motion to strike . . . . Motions, briefs or memoranda, objections, or affidavits
may not be attacked by the motion to strike.”). 	However, under the applicable standard for a
motion for judgment on the pleadings, the Court may not consider factual assertions that are
presented in an affidavit that is not attached to a pleading and incorporated by reference.
Therefore, the Court did not consider the factual assertions in Mr. Caldwell’s affidavit, and the
motion to strike is MOOT.
V. 	CONCLUSION
Accordingly, the Motion for Judgment on the Pleadings (Doc. 5) is DENIED, and the
Motion to Strike Affidavit of Randall C. Caldwell, Jr. (Doc. 14) is MOOT.
DONE and ORDERED this 8th day of May 2025.
/s/ Terry F. Moorer
TERRY F. MOORER
UNITED STATES DISTRICT JUDGE
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