Civix Sunrise v. Sunrise Road Maintenance

• Decision Date: 31 October 2008
• Docket Number: No. 2D07-639.,2D07-639.
• Citation: 997 So.2d 433
• Parties: CIVIX SUNRISE, GC, L.L.C., a Florida limited liability company, Appellant, v. SUNRISE ROAD MAINTENANCE ASSOCIATION, INC., a Florida not-for-profit corporation, Sunrise Golf Club Condominium Association, Inc., a Florida not-for-profit corporation, The Homeowners Association of the Sunrise Golf Club Estates, Inc., a Florida not-for-profit corporation, SVC I, Inc., a Florida not-for-profit corporation, Westwoods at Sunrise Country Club Section 2 Condominium Association, Inc., a Florida not-for-profit corporation, Ronald L. Stonebreaker, individually, and Constance E. Stonebreaker, individually, Appellees.
• Court: Florida District Court of Appeals

997 So.2d 433

CIVIX SUNRISE, GC, L.L.C., a Florida limited liability company, Appellant, v. SUNRISE ROAD MAINTENANCE ASSOCIATION, INC., a Florida not-for-profit corporation, Sunrise Golf Club Condominium Association, Inc., a Florida not-for-profit corporation, The Homeowners Association of the Sunrise Golf Club Estates, Inc., a Florida not-for-profit corporation, SVC I, Inc., a Florida not-for-profit corporation, Westwoods at Sunrise Country Club Section 2 Condominium Association, Inc., a Florida not-for-profit corporation, Ronald L. Stonebreaker, individually, and Constance E. Stonebreaker, individually, Appellees.

No. 2D07-639.

District Court of Appeal of Florida, Second District.

October 31, 2008.

Rehearing Denied January 8, 2009.

James E. Walson, Shawn G. Rader, and Gregory S. Slemp, of Lowndes, Drosdick,

Doster, Kantor & Reed, P.A., Orlando, for Appellant.

Thomas D. Shults and Zachary L. Ross of Kirk-Pinkerton, P.A., Sarasota, for Appellees.

KELLY, Judge.

Civix Sunrise, GC, L.L.C. ("Civix"), appeals an amended final judgment and challenges the trial court's award of attorney's fees to the appellees pursuant to an attorney's fee provision in a lease. We agree with Civix that because the appellees were not parties to the lease, they were not entitled to recover attorney's fees under its attorney's fee provision notwithstanding their status as third-party beneficiaries under other provisions of the lease. Accordingly, we reverse.

Civix purchased property that was the subject of a ninety-nine-year lease that was executed in 1972. Among other things, the lease required the lessee to operate a golf course on the property and provided that the lessee would sell a specified number of memberships in any golf or country club to the residents of property adjoining the golf course. In the years after the lease was executed, the adjoining property was developed and the residents formed various homeowner and condominium associations. After Civix bought the property, stopped operating the golf course, and announced its plans to develop the property, those associations sued Civix to prevent it from developing the property.

Those associations, who are the appellees here, asserted a variety of claims against Civix; however, they ultimately prevailed only on their claim for declaratory relief. Specifically, they sought and obtained a declaration that the lease had not been extinguished by merger and thus continued to be an encumbrance on the property and that they were the intended beneficiaries of the following paragraphs of the 1972 lease: paragraph 3, which provides that the lessee shall operate a golf course on the property until 2022; paragraph 13, which provides for the sale of a specified number of memberships to residents, tenants or guests of the adjoining property; and paragraph 14, which provides that the golf course will operate continuously until 2022.¹

Having succeeded on this claim, the appellees then sought an award of attorney's fees under paragraph 20 of the lease which states, "[a]ny party failing to comply with the terms of this lease agreement shall pay all expenses, including a reasonable attorneys' fee, incurred by the other party argued that the appellees were not entitled to an award of attorney's fees because paragraph 20 limited an award of fees to the parties to the lease. The trial court found that because the appellees prevailed on their claim under the lease as intended third-party beneficiaries, they were entitled to an award of fees. Civix argues that the award of fees to the appellees was error.

"In general, attorney's fees are not recoverable unless a statute or a contract specifically authorizes their recovery, or unless equity allows attorneys' fees from a fund or estate which has been benefitted by the rendering of legal services." Hampton's Estate v. Fairchild-Florida Const. Co., 341 So.2d 759, 761 (Fla.1976) (citations omitted). Here, the appellees claim they are entitled to an award of fees pursuant to a contract. When entitlement to attorney's fees is based on the interpretation of a contractual provision, it presents a question of law which this court reviews de novo. Gibbs Constr. Co. v. S.L. Page Corp., 755 So.2d 787, 790 (Fla. 2d DCA 2000).

To be enforceable, an...