Ciklin Lubitz Martens & O'Connell v. Casey

• Decision Date: 20 July 2016
• Docket Number: 4D14–4353.,Nos. 4D14–3801,s. 4D14–3801
• Citation: 199 So.3d 309
• Parties: CIKLIN LUBITZ MARTENS & O'CONNELL, a Florida general partnership, Alan J. Ciklin, P.A., Phil D. O'Connell, P.A., Robert L. Crane, P.A., Bruce G. Alexander, P.A., Brian B. Joslyn, P.A., John D. Boykin, P.A., and Jerald S. Beer, P.A., each Florida professional corporations, and Charles A. Lubitz, P.A., a dissolved Florida professional corporation, Appellants, v. Patrick J. CASEY, P.A., a Florida professional corporation, Appellee.
• Court: Florida District Court of Appeals

199 So.3d 309

CIKLIN LUBITZ MARTENS & O'CONNELL, a Florida general partnership, Alan J. Ciklin, P.A., Phil D. O'Connell, P.A., Robert L. Crane, P.A., Bruce G. Alexander, P.A., Brian B. Joslyn, P.A., John D. Boykin, P.A., and Jerald S. Beer, P.A., each Florida professional corporations, and Charles A. Lubitz, P.A., a dissolved Florida professional corporation, Appellants,

v.Patrick J. CASEY, P.A., a Florida professional corporation, Appellee.

Nos. 4D14–3801

4D14–4353.

District Court of Appeal of Florida, Fourth District.

July 20, 2016.

Bruce S. Rogow and Tara A. Campion of Bruce S. Rogow, P.A., Fort Lauderdale, and John D. Boykin, Brian B. Joslyn, Jerald S. Beer and Patricia M. Christiansen of Ciklin Lubitz Martens & O'Connell, West Palm Beach, for appellant.

Jane Kreusler–Walsh and Stephanie L. Serafin of the Law Office of Kreusler–Walsh, Compiani & Vargas, P.A., West Palm Beach, and Eric Hewko of The Hewko Firm, North Palm Beach, for appellee.

PER CURIAM.

We reverse three aspects of the damage award in this case involving the withdrawal of a partner from his law firm.

“ ‘The interpretation of a written contract is a question of law’ and the appellate court construes the contract ‘under a de novo standard of review.’ ” Command Sec. Corp. v. Moffa, 84 So.3d 1097, 1099 (Fla. 4th DCA 2012) (quoting Gilman Yacht Sales, Inc. v. FMB Invs., Inc., 766 So.2d 294, 296 (Fla. 4th DCA 2000) ). Notably, “construction of contractual terms is a question of law, which we review de novo, ‘provided that the language is clear and unambiguous and free of conflicting inferences.’ ”

Commercial Capital Resources, LLC v. Giovannetti, 955 So.2d 1151, 1152 (Fla. 3d DCA 2007) (quoting Miller v. Kase, 789 So.2d 1095, 1097 (Fla. 4th DCA 2001) ).

The partner's withdrawal from the law firm was governed by the terms of the applicable partnership agreement. In pertinent part, that agreement provided that the withdrawal of a non-retiring partner “shall immediately terminate that individual's Partnership Interest and any interest claimed by that Partner in and to any life insurance policies owned by the Partnership.” Such a termination “release[d] and conveye[d] to the then remaining Partners all of the withdrawing non-retiring Partner's right, title and interest in and to the Partnership business, assets and service marks.”

The continuing partnership was required to pay the withdrawing partner the value of that partner's interest in “Firm capital” to be computed according to a “calculation” provision of the agreement.

That calculation provision set out the following equation: (partner's capital account balance as of December 31 of the year preceding the termination of interest) + (any “contributions or additions to capital” made by the partner since the previous December 31) – (any returns of capital made to the partner or other capital account reductions such as draws, advances, or loans, since the previous December 31) – (any “income allocations” for the year of termination) = partner's payout of firm capital.

The trial court erred in its interpretation of the partner's “contributions or additions to capital.” The court found that the partner was entitled to...