Khosrow Maleki, PA v. HAJIANPOUR, PA

• Decision Date: 06 December 2000
• Docket Number: No. 4D98-3178.,4D98-3178.
• Citation: 771 So.2d 628
• Parties: KHOSROW MALEKI, P.A., a Florida Professional Association and Khosrow Maleki, M.D., Individually, Appellants, v. M.A. HAJIANPOUR, M.D., P.A., a Florida Professional Association, Zoya Physical Therapy and Rehabilitation Center, Inc., and M.A. Hajianpour, M.D., Appellees.
• Court: Florida District Court of Appeals

771 So.2d 628

KHOSROW MALEKI, P.A., a Florida Professional Association and Khosrow Maleki, M.D., Individually, Appellants, v. M.A. HAJIANPOUR, M.D., P.A., a Florida Professional Association, Zoya Physical Therapy and Rehabilitation Center, Inc., and M.A. Hajianpour, M.D., Appellees.

No. 4D98-3178.

District Court of Appeal of Florida, Fourth District.

December 6, 2000.

Arthur J. England, Jr., of Greenberg Traurig, P.A., Miami, and Jeffrey P. Kaiser of Law Offices of Jeffrey P. Kaiser, Coral Springs, for appellants.

Linda R. Spaulding and Catherine M. Rodriguez of Conrad & Scherer, Fort Lauderdale, for appellees.

ON MOTION FOR REHEARING

SHAHOOD, J.

We grant appellees' motion for rehearing, withdraw our prior opinion and substitute the following.

Khosrow Maleki, P.A. and Khosrow Maleki, M.D., individually, appeal from the trial court's granting of Final Summary Judgment and Final Declaratory Judgment in favor of appellees, M.A. Hajianpour, M.D., P.A., M.A. Hajianpour, M.D., individually, and Zoya Physical Therapy and Rehabilitation Center, Inc. Because the terms of the contract at issue are clear and unambiguous, we hold as a matter of law that the effective date of termination was September 1, 1992. Accordingly, we reverse and remand with directions for the trial court to enter judgment in favor of appellants.

This case involves a dispute between the parties over their respective rights and obligations under a two-year employment agreement. The employment agreement granted certain stock option rights to Dr. Maleki in Dr. Hajianpour's practice which vested at the end of the two-year term. Prior to the end of the term, Dr. Hajianpour notified Dr. Maleki that he was terminating the employment agreement. Dr. Maleki contested Dr. Hajianpour's right to terminate the agreement and attempted to exercise his stock option rights. This resulted in appellees filing suit seeking declaratory relief. The relevant facts are as follows.

In June 1990, the parties executed a two-year agreement commencing on September 1, 1990. Under the terms of the agreement, Dr. Maleki, an orthopedic surgeon, through his professional association, was to render medical and surgical services to Dr. Hajianpour's professional association as an independent contractor. In order to do so, Dr. Maleki relocated to Broward County. In consideration for such services, Dr. Maleki was to be paid a sum certain for the first 12 months and another sum certain the second 12 months of the Agreement. The Agreement also provided the following termination and right to purchase stock options clauses:

5. TERM. The obligations of the parties hereto shall commence on September 1, 1990, and shall continue for one two year term; provided, however, that either party may terminate this Agreement at any time, upon sixty days prior written notice to the other without cause...

6. RIGHT OF FIRST OPTION/TERMS. If this Agreement is still in full force and effect at the conclusion of the two year period, then MALEKI shall have the right to purchase from HAJIANPOUR or HAJIANPOUR, P.A., an equal ownership interest in the issued stock of HAJIANPOUR, P.A. on the terms and conditions hereinafter set forth. This option to purchase such stock will automatically terminate at the expiration of the two (2) month period following the termination date of this Agreement.

Under the terms of the above clauses, Dr. Maleki's two-year term commenced on September 1, 1990 and ended on August 31, 1992. If the Agreement was in full force and effect at the conclusion of the two-year term, Dr. Maleki was vested with the right to exercise his stock options to purchase half of the stock in Dr. Hajianpour's medical practice.

After Dr. Maleki substantially completed his two-year term under the Agreement, Dr. Hajianpour, on June 4, 1992, hand-delivered a letter of that same date from Dr. Hajianpour's counsel, notifying Dr. Maleki that he was giving formal notice of terminating their agreement effective September 1, 1992. Dr. Hajianpour also presented Dr. Maleki with a proposed draft of a new agreement. The new agreement eliminated any provision for the purchase of stock options and had a commencement date of September 1, 1992. On June 8, 1992, Dr. Maleki was sent a second letter notifying him that Dr. Hajianpour was terminating their Agreement effective September 1, 1992. Dr. Maleki responded to the correspondence, disputing the contents of Dr. Hajianpour's letter.

Thereafter, Dr. Maleki informed Dr. Hajianpour that he intended to exercise his stock option rights to purchase an interest in Dr. Hajianpour's practice. Dr. Hajianpour then filed a complaint for declaratory relief to determine whether he had any obligation to sell an ownership interest in his practice to Dr. Maleki even though he terminated their agreement. Dr. Maleki filed a counterclaim seeking relief for anticipatory breach of contract, fraud in the inducement, declaratory judgment, and breach of contract.

In his counterclaim, Dr. Maleki claimed that Dr. Hajianpour breached the implied covenant of good faith and fair dealing in the performance of the contract by intentionally seeking to deprive him of the right to exercise his stock options. Further, he claimed that his right to exercise his stock options vested and was in full force and effect since Dr. Hajianpour's notice of termination had an effective date of September 1, 1992.

The trial court granted summary judgment and final declaratory judgment in favor of appellees on all issues raised. In entering declaratory relief in favor of appellees, the trial court held as follows:

a) The termination provision in the Agreement was unambiguous and governed the effective date of termination;

b) The

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