Blackhawk Heating & Plumbing Co., Inc. v. Data Lease Financial Corp.

Decision Date17 July 1975
Docket NumberNo. 45003,45003
CourtFlorida Supreme Court
PartiesBLACKHAWK HEATING & PLUMBING CO., INC., an Illinois Corporation and Andrew Machatta, Petitioners, v. DATA LEASE FINANCIAL CORP., a Florida Corporation, Respondents.

Jos. D. Farish, Jr. and F. Kendall Slinkman of Farish & Farish, and Moyle, Gentry, Jones & Flanigan, West Palm Beach, for petitioners.

Leigh E. Dunston, Robert T. Scott and Marshall M. Criser of Gunster, Yoakley, Criser, Stewart & Hersey, Palm Beach, for respondents.

ADKINS, Chief Justice.

Petitioners Blackhawk and Machatta request that this Court enter an order requiring the trial court to comply with our opinion and mandate rendered in Blackhawk Heating & Plumbing Co., Inc. et al. v. Data Lease Financial Corp., Fla.1974, and reported in 302 So.2d 404.

This case involved an agreement relating to the purchase of 870,000 shares of the common stock of Miami National Bank for a purchase price of $10,440.000. Upon rendition of our decision we remanded same to the District Court of Appeal with instructions to further remand same to the trial court for the purpose of determining the rights of the parties under the contract. We also reinstated the temporary injunction which had been entered by the trial court. The temporary injunction contained the following:

'At this stage of the case it is not certain that plaintiff had a valid option contract, or that it properly exercised it. On the other hand, plaintiff may well have a valid option, and its contentions as to the optionee's performance upon exercise of the option may be valid. The purpose of a temporary injunction being to maintain the status quo, North Dade Water Co. v. Adken Land Co., (Fla.App.) 114 So.2d 347, it would seem appropriate here because there is a myriad of beneficial aspects to the ownership of this stock which could be lost to plaintiff or compromised should the stock be disposed of or otherwise affected during the pendency of this litigation.'

Even at that stage of the proceeding the Court recognized the advantages flowing from ownership of the stock, as outweighing the advantages of a cash payment.

The agreement of the parties provides:

'6. (a) In the event that either party shall at any time be in danger of defaulting in any payments due in connection with the purchase of MNB Stock, such party shall immediately give the other party timely notice of such fact and shall afford the other party an opportunity to remedy such default. Should the other party remedy such default then the party taking such remedial action shall be entitled to an increase in its equity in MNB Stock equivalent to the new proportion that payments made by it for such stock bear to all payments properly made hereunder.

'(b) Any cash flow benefit, including any tax benefits, derived by Data as a consequence of its holding, hypothecation, assignment, pledge, etc. of MNB Stock shall inure proportionately to Blackhawk in the calculation of any payments due between the parties.' (Emphasis supplied.)

When the mandate was received by the trial court, such court should have carried out and placed into effect the order and judgment of this Court. Rinker Materials Corporation v. Holloway Materials Corporation, 175 So.2d 564 (Fla.App.2d, 1965).

A trial court is without authority to alter or evade the mandate of an appellate court absent permission to do so. Cone v. Cone, 68 So.2d 886 (Fla.1953). If the trial court fails or refuses to comply with the appellate court's mandate, the latter may, generally speaking, take any steps or issue any appropriate writ necessary to give effect to its judgment. State ex rel. Dowling Co. v. Parks, 99 Fla. 1264, 128 So. 837 (1930).

It now appears that more than six months have elapsed and the trial court has not yet determined the rights of the parties under the contract to purchase the bank stock. Instead, on May 20, 1975, the trial court entertained a motion for authorization to execute and perform an agreement by Data Lease to sell the stock and to modify the temporary injunction reinstated by this Court.

On June 5, 1975, the trial court dissolved the temporary injunction which order, says petitioner, was in violation of our mandate. We agree.

The trial court should have related the findings of the special master to the established Florida law in the construction of contracts and determined the amount, if any, required for the exercise of the option agreement. The order of the trial court dissolving the temporary injunction and authorizing the sale of the stock violated the mandate of this Court and is quashed.

Data Lease has also filed a motion seeking authorization to execute and perform the agreement to sell the stock and to modify the temporary injunction, or, in the alternative, to obtain the leave or consent of this Court to such modification and authorization. The record before this Court fails to show that mere substitution of cash would truly maintain the petitioners in the status quo posture mandated by this court pending outcome of the litigation, or that status quo should be altered.

In order to modify the mandate (which, in effect, would modify the prior decision), the party seeking permission must show some new relevant matter that would probably produce a different result had it been considered by the court. Upon such showing, this court may then amend its mandate or direct the lower court to make a factual determination on the question of whether such an amendment should be made. After permission from this Court, the trial court could modify or amend any judgment mandated by this Court. For a general discussion of these questions, see 5B C.J.S. Appeal and Error §§ 1994, 2002, 2003.

It has not been shown that Blackhawk caused any delay in the enforcement of the option agreement during the proceedings subsequent to our mandate, so it cannot be held responsible for the interest obligations accumulated by Data Lease. It has not been shown that the Bank has been jeopardized in any way.

This entire litigation involves the right of Blackhawk to purchase bank stock and the purchase price to be paid for the stock. It should not be deprived of this contractual right simply because a sale of the stock would be to the advantage of Data Lease.

The motion of Data Lease for authorization to execute and perform the stock sale agreement and modify the temporary injunction or, in the alternative, to obtain leave or consent of this Court to such modification or authorization is denied.

The trial court shall apply the established Florida law in the construction of contracts and determine the amount, if any, required for the exercise of the option It is so ordered.

and to preserve the assets in question, i.e., the shares of the common stock of Miami National Bank. This was the mandate of our decision in this case.

ROBERTS, BOYD and SUNDBERG, JJ., concur.

ENGLAND, J., dissents with opinion.

ENGLAND, Justice (dissenting).

I respectfully dissent. I find nothing in the record on review to justify our acting to prevent a stock sale by Data Lease.

I have no quarrel with that portion of the majority's decision which directs the appointment of a master for a determination of the rights of the parties under the option contract. Our first opinion in this case 1 directed that result, and the record before us indicates that Blackhawk attempted to obtain that determination by appropriate request to the trial court, without tangible results. Blackhawk has every right to complain of the delay that has occurred since the entry of our clear mandate on that point. I cannot agree, however, with the majority's determination that the trial court erred in lifting the temporary injunction to allow a sale of the stock of Miami National Bank.

The threshold question before us, in my view, is whether the trial court or this Court has jurisdiction to modify or lift the temporary injunction. The majority holds that we do, but I hold the opposite view. A review of the chronology of the injunction explains why.

The trial court originally entered a temporary injunction on December 28, 1971, which it dissolved on February 18, 1973. At Blackhawk's request, that injunction was reinstated by an order of this Court, without hearing, on September 20, 1974. On October 24, 1974, we filed an opinion and entered our mandate disposing of the case presented to this Court on the merits. 2 The injunction was dissolved by the trial court, after hearing, on June 5, 1975, in the order which Blackhawk now brings to us for review.

The crux of this case relates to our action reinstating the injunction, based on Blackhawk's request that we 'enter a writ reinstating the temporary injunction previously entered in this cause on December 28, 1971.' 3 It is significant, indeed controlling, that we were not asked to enter an injunction from this Court, but rather to revitalize the trial court's temporary injunction. The legal effect of that action, coupled with our subsequent remand of the case for further fact-finding and action by the trial court, both divested this Court of jurisdiction and revested the trial court with jurisdiction. Following those acts here, the continuation, modification or termination of the status quo, through the injunctive process or otherwise, was a matter exclusively within the province of the trial court. 4

I perceive a significant legal distinction between the original issuance of an injunction by an appellate court, as in Rinker Materials Corp. v. Holloway Materials Corp., 5 and appellate approval of a lower court's original injunction, as in Mayo v. Florida Grapefruit Growers' Prot. Ass'n. 6

                In the former situation, the lower court is without power to modify the appellate court's injunction.  7 In this case, however, the mandate merely directs the trial court to determine the rights of the parties
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