234 F.3d 1225 (11th Cir. 2000)
VENUS LINES AGENCY, INC., Plaintiff-Appellant-Cross-Appellee,v.CVG INTERNATIONAL AMERICA, INC., Defendant-Appellee-Cross-Appellant.
No. 99-11456.
United States Court of Appeals, Eleventh Circuit.
December 4, 2000.December 29, 2000.

[Copyrighted Material Omitted]
Appeals from the United States District Court for the Southern District of  Florida, (No. 97-07449-CV-PAS), Patricia A. Seitz, Judge.
Before EDMONDSON, WILSON and MAGILL*, Circuit Judges.
WILSON, Circuit Judge:


1
On this appeal, we decide whether there was sufficient mutual assent for the  parties to form a valid new contract or modify an existing one. Also at issue  are the application of the doctrine of laches to demurrage claims and the proper  calculation of damages on demurrage claims.


2
Plaintiff Venus Lines Agency, Inc. (Venus) appeals the district court's ruling  in favor of Defendant CVG International America, Inc. (CVGIA) on Venus' claim  that CVGIA breached its contract with Venus, the ruling that Venus' 1995 and  1996 demurrage claims were barred by the doctrine of laches, and the district  court's calculation of damages with respect to its 1997 demurrage claim. CVGIA  cross-appeals the district court's finding that CVGIA was liable for Venus' 1997  demurrage claim.

I. BACKGROUND

3
CVGIA is a Florida corporation that arranges and secures the shipment of goods  for a large Venezuelan conglomerate. Prior to its relationship with Venus,  another Venezuelan company (Compa±ia Anonima Venezolana de Navegacion (CAVN))  handled CVGIA's freight pursuant to annual contracts that were renewed each  year. In March 1994, CVGIA began doing business with Venus after CAVN went  bankrupt by arranging one round-trip voyage carrying the products of the  Venezuelan conglomerate northward to Mobile and carrying the CVGIA procured  shipments southward to Venezuela. Later, CVGIA solicited bids for the shipment  of goods southward from Miami, Port Everglades, and Mobile to Venezuela. CVGIA  requested bids to carry goods for one year at a fixed tariff rate, and the bid  request contained terms similar to CAVN's last contract with CVGIA. Venus filed  its tariff rates and terms for the service with the Federal Maritime  commission.1 Venus submitted its bid, and CVGIA accepted it in April 1994. Over the next few months, Michael Kobiakov, Venus' President, met with  representatives from CVGIA on several occasions to discuss the possibility of a  long-term agreement. Venus contends the parties agreed to a four-year service  contract in October 1994 at a meeting between Kobiakov and CVGIA's Executive  Vice President Ramon Iglesias, and that the terms of this contract were recorded  in Kobiakov's notes, which he took on the face of an earlier contract between  CVGIA and Seafreight Line Ltd. CVGIA, however asserts the parties never  finalized a long-term contract.


4
Over the next two years, Venus and CVGIA  discussed possible written agreements, but were never able to agree on written  terms. CVGIA rejected several drafts that Venus proposed. In September, 1997,  CVGIA informed Venus that its services were no longer needed for the Miami to  Venezuela run.


5
Venus sued CVGIA in the Southern District of Florida, alleging that CVGIA  breached its contract with Venus, and seeking liquidated damages provided for in  the 1994 oral "agreement." Alternatively, Venus sought damages for  misrepresentation and promissory estoppel, alleging CVGIA's actions led Venus to  believe it was engaged in a contractual relationship, and to rely on that belief  to its detriment. Venus also alleged CVGIA failed to pay demurrage2 and freight  charges specified in the bills of lading Venus issued CVG with each voyage.


6
After a five day bench trial, the district court found that no long term  contract existed between Venus and CVGIA, as there had never been any agreement  on the fundamental issues of duration and price. The district court rejected  Venus' promissory estoppel and misrepresentation claims, finding that CVGIA made  no "clear and unambiguous promise" upon which Venus relied, that any additional  expenditures Venus made to service CVGIA were necessary expenditures, and that  there was insufficient evidence to support a misrepresentation claim. The court  found that the doctrine of laches barred Venus' demurrage claims for 1995 and  1996, because Venus had an obligation to demand payment from CVGIA rather than  waiting until this lawsuit to file its demurrage claims for those years. The  court found Venus "made a timely pre-suit demand for the 1997 demurrage and  [was] entitled to recover from CVGIA under the terms of the bills of lading."  The court ordered that Venus was entitled to collect $78,629.49 "plus ten  percent ... interest per annum running from the date the freight or demurrage  was due, and for the attorneys' fees relating to the prosecution of freight and  demurrage claims."

II. DISCUSSION
A. Jurisdiction and Standard of Review

7
An appeal from a final judgment entered by a United States District Court  provides us with jurisdiction under 28 U.S.C.  1291.


8
We review a district court's factual findings when sitting without a jury in  admiralty under the clearly erroneous standard. See Marine Transp. Servs. Sea-  Barge Group, Inc. v. Python High Performance Marine Corp., 16 F.3d 1133, 1138  (11th Cir.1994). We review the district court's conclusions of law de novo. See  id.

B. Contract Claim

9
Venus contends the district court erred when it framed the central issue of  whether a long-term contract existed between CVGIA and Venus as one of formation  and not modification. Venus also argues the district court misstated the rule  governing parties contemplating a written agreement, because the intention to  sign a written agreement does not prevent the parties from agreeing to an  enforceable oral contract. Venus asserts it had an enforceable four-year oral  contract to ship goods for CVGIA that arose from a modification of the contract  formed when CVGIA accepted Venus' bid, and that the modified terms were the  contract's extended duration and modified scope of service.


10
"It is not necessary ... to reduce an agreement to writing to bind the parties,  as long as the parties intend to be bound at the time of the oral agreement."  Nautica Int'l, Inc. v. Intermarine USA, L.P., 5 F.Supp.2d 1333, 1341  (S.D.Fla.1998). In April 1994, CVGIA accepted Venus' bid to perform the services  contract. Acceptance of a bid to perform services can create an enforceable  contract in the absence of a written agreement. See Roberts & Schaefer Co. v.  Hardaway Co., 152 F.3d 1283, 1295 (11th Cir.1998). CVGIA does not dispute that  the parties entered into a contract in April 1994, but it argues that the  relationship between CVGIA and Venus was a series of discrete contracts to ship  the goods at the tariff rate, and that these agreements were never modified in  favor of a long-term agreement. We agree with the district court that the  parties did not form a valid long-term agreement.


11
In order to form an enforceable oral contract, "there must be a meeting of the  minds on all essential terms and obligations of the contract." Browning v.  Peyton, 918 F.2d 1516, 1521 (11th Cir.1990). Venus has failed to establish there  was a meeting of the minds between itself and CVGIA on all of the essential  terms of the alleged four-year contract. Venus maintains that it always charged,  and CVGIA always paid, the tariff rate. However, Kobiakov's notes allegedly  reflected the terms of the oral agreement reached in October 1994. Those notes,  taken on the face of a prior contract between CVGIA and another company, reflect  rates that were not implemented. Furthermore, the tariff rates were never  revised to implement the negotiated rate terms reflected in Kobiakov's notes.  The district court found, and we agree, that the rate term was an essential term  upon which the parties had to agree. The conduct of the parties after they  reached the alleged oral agreement suggests there was no meeting of the minds on  the rate term.


12
Even if Venus were correct that the central issue in this case is not whether  the parties formed a new contract, but whether they modified an existing one,  the conduct of the parties after they reached the purported agreement  demonstrates there was no valid modification of the contract formed when CVGIA  accepted Venus' bid. A meeting of the minds on modified terms is necessary to  validly modify a contract. See United Contractors, Inc. v. United Constr. Corp.,  187 So.2d 695, 702 (Fla.Dist.Ct.App.1966) (holding "one party to a contract  cannot alter its terms without the assent of the other parties; the minds of the  parties must meet as to the proposed modification.") (internal quotation marks  and citation omitted). The parties in this case continued to negotiate, trying  to work out a long-term deal. CVGIA continued to compensate Venus at the tariff  rate, and Venus continued to accept payment at that rate, not at the modified  rates that would be required by the modified scope of service. Venus also  alleged that the modified contract contained a liquidated damages clause, but  Venus did not seek to enforce that clause until more than a year after it  originally filed this action. These facts indicate that there was no mutual  assent on the new terms of the contract.


13
Venus is correct that in certain contractual situations, the parties' intent to  eventually reduce the agreement to writing does not prevent the contractual  obligations from arising immediately. See Lifecare Int'l, Inc. v. CD Medical,  Inc., 68 F.3d 429, 436 (11th Cir.1995), modified and supplemented on other  grounds, 85 F.3d 519 (11th Cir.1996). In such situations, however, the parties  must intend that their oral or written negotiations be immediately binding. See  id. CVGIA's refusal to sign Venus' written proposals was continuous for nearly  two years. This consistent refusal to sign Venus' proposed drafts is strong  evidence that CVGIA did not intend the earlier negotiations to be immediately  binding. Therefore, we find that the district court correctly held that CVGIA  intended that any contract would be reduced to writing and signed.

C. Doctrine of Laches

14
The equitable doctrine of laches will bar a claim when three elements are  present: "(1) a delay in asserting a right or a claim; (2) that the delay was  not excusable; and (3) that there was undue prejudice to the party against whom  the claim is asserted." Kason Indus., Inc. v. Component Hardware Group, Inc.,  120 F.3d 1199, 1203 (11th Cir.1997). Venus concedes that in admiralty claims,  the equitable doctrine of laches generally controls whether a party's delay in  bringing a claim should bar the suit. See, e.g., Puerto Rican-American Ins. Co.  v. Benjamin Shipping Co., 829 F.2d 281, 283 (1st Cir.1987); Azalea Fleet, Inc.  v. Dreyfus Supply & Machinery Corp., 782 F.2d 1455, 1458 (8th Cir.1986);  Firearms Import & Export Corp. v. Lykes Bros. Steamship Co., 458 F.Supp. 88, 90  (S.D.Fla.1978) (holding doctrine of laches applies in absence of statute of  limitations). Venus argues, however, that courts use statutes of limitations  periods in applying laches. The limitations period in Florida's Statute of  Limitations for oral contracts is four years. See Fla. Stat. ch. 95.11(k).  Venus' delay in bringing the demurrage claims was less than three years for the  1995 claims. Venus argues, therefore, that it should have been presumed to have  timely brought the suit, and that the first element of the laches doctrine-a  delay in asserting the right or claim-cannot be met.


15
In admiralty claims, we look to the analogous statute of limitations only as a  benchmark in determining whether to apply the doctrine of laches. The former  Fifth Circuit held that: "the analogy rule serves primarily to determine where  rests the burden of proof. '[W]hen a plaintiff files a claim in admiralty within  the analogous statutory period, defendant must show inexcusable delay and  resulting prejudice in order to establish a laches defense.' " Mecom v.  Levingston Shipbuilding Co., 622 F.2d 1209, 1215 (5th Cir.1980) (quoting Barrois  v. Nelda Faye, Inc., 597 F.2d 881, 885 (5th Cir.1979));3 see also TAG/ICIB  Servs., Inc. v. Pan American Grain Co., 215 F.3d 172, 175 (1st Cir.2000); Puerto  Rican-American Ins. Co., 829 F.2d at 283; Azalea Fleet, Inc., 782 F.2d at  1458-59. Assuming, then, that the analogous limitations period is four years, we  must determine whether CVGIA demonstrated Venus' delay in demanding payment for  outstanding demurrage was inexcusable and whether the delay was prejudicial.


16
During 1995 and 1996, Venus accepted payment from CVGIA's consignees (the  Venezuelan conglomerate that owned CVGIA), and failed to demand payment from  CVGIA for any outstanding demurrage. The district court found, and we agree,  that Venus had a responsibility to demand payment from CVGIA on demurrage rather  than to wait until filing this suit. As Venus admitted at oral argument, the  invoices for 1995 and 1996 demurrage charges were not sent to CVGIA, and the  invoices to the consignees were not presented to CVGIA until Venus filed this  lawsuit in 1998. We find that this delay was inexcusable. The delay was  prejudicial to CVGIA, because had Venus made a timely pre-suit demand for  payment, CVGIA could have contested the claim, or sought to obtain payment from  the consignees. Because we find that Venus' delay in demanding payment for the  1995 and 1996 demurrage charges was inexcusable and prejudicial, we hold that  the district court correctly held that the doctrine of laches barred those  demurrage claims.


17
Venus, however, did make a timely pre-suit demand for payment of the 1997  demurrage charges. Because there was no inexcusable delay in making that demand,  the district court correctly held that the doctrine of laches does not bar that  claim.

D. Calculation of Damages

18
The tariff Venus submitted with the Federal Maritime Commission clearly  indicates that the interest rate on costs of collection of freight and demurrage  was twelve percent. In calculating damages, the district court used an interest  rate of ten percent. What interest rate to apply in calculating damages is a  factual determination subject to a clear error standard of review. See Marine  Transp. Servs. Sea-Barge Group, Inc., 16 F.3d at 1138. Because the bills of  lading in this case incorporated all the terms and conditions of the tariff, we  hold that the district court clearly erred in applying a ten percent interest  rate rather than the twelve percent rate in the tariff. We reverse the district  court's calculation of damages and remand for recalculation.

III. CONCLUSION

19
For the foregoing reasons, we affirm the district court's decision that the  parties did not make a long-term oral contract in October 1994, and we find that  there was no valid modification of the existing contract between CVGIA and  Venus. We also affirm the district court's decision that the doctrine of laches  barred Venus' 1995 and 1996 demurrage claims, but did not bar its 1997 demurrage  claim. We reverse the district court's calculation of damages, and remand this  case to the district court for recalculation of damages.


20
AFFIRMED IN PART, REVERSED AND REMANDED IN PART.



NOTES:


*
 Honorable Frank J. Magill, U.S. Circuit Judge for the Eighth Circuit, sitting by  designation.


1
 Rule 7-02 of the tariff filed with the Federal Maritime Commission allowed the  carrier (Venus) to recover all costs of collection for freight charges past due,  plus twelve percent annual interest compounded daily. This interest rate in the  tariff is relevant to our discussion of the district court's calculation of  damages, infra.


2
 Demurrages are penalties for delays in the loading and unloading of goods.


3
 In Bonner v. City of Prichard, 661 F.2d 1206, 1209 (11th Cir.1981) (en banc), we  adopted as binding precedent all of the decisions of the former Fifth Circuit  handed down prior to October 1, 1981.


