421 So.2d 558 (Fla.App. 3 Dist. 1982), 81-2133, Hermanowski on Behalf of Americable Associates v. Naranja Lakes Condominium No. Five, Inc.

• Date: 28 September 1982
• Citation: 421 So.2d 558
• Docket Number: 81-2133.
• Parties: Charles HERMANOWSKI, as general partner on Behalf of AMERICABLE ASSOCIATES, a Florida limited partnership, Appellant, v. NARANJA LAKES CONDOMINIUM NO. FIVE, INC., a Florida non-profit corporation, Appellee.
• Court: Florida Court of Appeals. Third District

Page 558

421 So.2d 558 (Fla.App. 3 Dist. 1982)

Charles HERMANOWSKI, as general partner on Behalf of AMERICABLE ASSOCIATES, a Florida limited partnership, Appellant,

v.

NARANJA LAKES CONDOMINIUM NO. FIVE, INC., a Florida non-profit corporation, Appellee.

No. 81-2133.

Florida Court of Appeals, Third District.

September 28, 1982

Rehearing Denied Dec. 1, 1982.

Page 559

Williams, Salomon, Kanner, Damian, Weissler & Brooks and Gary S. Brooks, Miami, for appellant.

Jeffrey M. Feuer, Miami, for appellee.

Before HUBBART, C.J., and HENDRY and JORGENSON, JJ.

JORGENSON, Judge.

Americable, through its general partner Charles Hermanowski, brought an action sounding in quantum meruit for the reasonable value of certain enhanced cable television services provided to Naranja Lakes Condominium. From an adverse judgment below, Americable appeals alleging as error the trial court's finding that the parties had not reached agreement on the rates for the enhanced services. We conclude that no reversible error has been demonstrated and, consequently, affirm.

Naranja Lakes Condominium Association entered into a written agreement in 1973 with Americable's predecessor, which provided for cable television service to the Association at a fixed rate for twenty-five years. The contract further provided that:

It is further mutually agreed and understood by both parties that from time to time other ancillary cable television services will become available. As these

Page 560

additional services become available they will be offered to the owner at rates to be agreed upon by both parties.

The trial testimony and the exhibits introduced in evidence during the proceedings below affirmatively demonstrate that no meeting of the minds, with respect to the additional services or rates, ever occurred. Indeed, the record demonstrates that on several occasions, Americable, through Hermanowski, sought board approval for the improvements. None was forthcoming. Hermanowski, by his own testimony, clearly establishes his difficulty in dealing with the Association. This record is devoid of any evidence consistent with the notion that Americable was entitled to rely on anything other than a board resolution. Miller v. Chase & Co., 88 Fla. 500, 102 So. 553 (1924).

A greater burden should be placed on a plaintiff who relies upon an implied contract than on one who uses reasonable care and foresight in protecting himself by means of an express contract. Bromer v. Florida Power & Light Co., 45 So.2d 658 (Fla.1950). Nor will the law imply a contract where a valid one exists. Hazen v. Cobb, 96 Fla. 151, 117 So. 853 (1928). The Association should not be penalized for Americable's loose dealings. Bromer, supra, at 660. Americable failed to meet its burden of proof, which was that the then-president of the Association had board approval to authorize the improvements or that the Association ever ratified the improvements. Lee v. Melvin, 40 So.2d 837 (Fla.1949); see also 8 Fla.Jur.2d, Business Relationships § 313 (1978). Nor can Americable claim that the Association had actual or implied knowledge of the improvements since the bulk of the work in upgrading the system was done some distance away from the condominium complex.

Notwithstanding the evident problems with the Association's board, Americable completed the improvements in such a way that it was technically unfeasible to restore the Association to its original position. Where the negotiations were unsuccessful, there is no basis for imposing a quasi-contractual liability on the Association. Bullock v. Hardwick, 158 Fla. 834, 838, 30 So.2d 539, 541 (1947); Gould v. American Water Works Service Company, 52 N.J. 226, 245 A.2d 14, 16 (1968); see also Restatement of Restitution § 112.

In Tipper v. Great Lakes Chemical Company, 281 So.2d 10 (Fla.1973), our Supreme Court set forth the law regarding express, implied and quasi-contracts. In so doing, the Court approved the Restatement of Restitution § 112:

A person who without mistake, coercion or request has unconditionally conferred a benefit upon another is not entitled to restitution, except where the benefit was conferred under circumstances making such action necessary for the...