Blackhawk Heating & Plumbing Co., Inc. v. Data Lease Financial Corp., No. 45003

• Court: United States State Supreme Court of Florida
• Writing for the Court: ADKINS; ENGLAND; ENGLAND; ADKINS; SUNDBERG; OVERTON and ENGLAND, JJ., dissent and concur with SUNDBERG; SUNDBERG
• Citation: 328 So.2d 825
• Docket Number: No. 45003
• Decision Date: 17 July 1975
• Parties: BLACKHAWK HEATING & PLUMBING CO., INC., an Illinois Corporation and Andrew Machatta, Petitioners, v. DATA LEASE FINANCIAL CORP., a Florida Corporation, Respondents.

Page 825

328 So.2d 825 BLACKHAWK HEATING & PLUMBING CO., INC., an Illinois Corporation and Andrew Machatta, Petitioners,
v.
DATA LEASE FINANCIAL CORP., a Florida Corporation, Respondents. No. 45003. Supreme Court of Florida. July 17, 1975.
Rehearing Denied Dec. 8, 1975.

Page 826

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.)

Page 827

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...