Land Co. of Osceola Cnty., LLC v. Genesis Concepts, Inc.

• Decision Date: 01 July 2015
• Docket Number: No. 4D14–0879.,4D14–0879.
• Citation: 169 So.3d 243
• Parties: LAND COMPANY OF OSCEOLA COUNTY, LLC, Appellant, v. GENESIS CONCEPTS, INC., Appellee.
• Court: Florida District Court of Appeals

169 So.3d 243

LAND COMPANY OF OSCEOLA COUNTY, LLC, Appellant

v.GENESIS CONCEPTS, INC., Appellee.

No. 4D14–0879.

District Court of Appeal of Florida, Fourth District.

July 1, 2015.

Rehearing Denied Aug. 11, 2015.

Adam J. Hodkin and David W. Rodstein of Padula Hodkin, PLLC, Boca Raton, for appellant.

Glenn J. Webber of Glenn J. Webber, P.A., Stuart, for appellee.

Opinion

PER CURIAM.

Appellant, Land Company of Osceola County, LLC, appeals the trial court's entry of final judgment in favor of Appellee, Genesis Concepts, Inc., awarding Genesis $85,000 in damages for services provided to Land Company on a theory of quantum meruit. Land Company argues that the trial court erred in entering a judgment in quantum meruit because the parties had entered into a valid express contract which covered the same services performed. We agree, and reverse the final judgment. Because an express contract existed between the parties, Genesis's recovery in quantum meruit was inappropriate.

In 2009, Land Company was in the planning phase of a real estate development project known as the City of Destiny and sought Genesis's services in order to obtain governmental approval of the project. After discussions with Land Company, Genesis drafted and submitted a Letter of Agreement. The Letter of Agreement described the scope of Genesis's services as a series of steps:

Step 1: Analyze base data and review existing concept plan and planning principles, research comparative iconic structures and develop story line and begin sketch selection.

Step 2: Prepare preliminary sketches based on approved story line strategy.

Step 3: Prepare final vision rendering. Step 4: Additional services.

The fees associated with each step were next listed at $25,000, $25,000, and $35,000 respectively for the first three steps, with any additional services to be provided at an hourly rate upon request. Following this specific designation of fees for each step, the Letter of Agreement then stated the following in regard to the payment of fees for Step 1:

Payment for fees for Step 1:

$25,000 will work as a retainer prior to the start of work. The remaining payment for each step shall be due within 20 days of receipt of Genesis Concepts invoice upon completion of the step. Invoices will be rendered between the 1st and 10th day of each month. The Client agrees to pay when due that portion of an invoice not in dispute.

(emphasis added). The Letter of Agreement concluded with the following paragraph:

ACCEPTANCE. Please understand that this proposal will be valid for 30 days from the date of this letter. If this proposal meets with your approval, please execute both copies and return one copy to us for our files.

The Letter of Agreement was approved, accepted, and signed by representatives of both parties. The same day, an invoice was submitted to Land Company for payment of the $25,000 retainer fee. Despite executing the Letter of Agreement, however, Land Company did not pay the $25,000 retainer. Nevertheless, Genesis performed all of the work contemplated by the agreement. Though Genesis submitted invoices to Land Company for the progress payments pursuant to the agreement, totaling $85,000, Land Company made no payments to Genesis for the work it completed.

Though the record on appeal does not include the initial complaint or any amended complaints, review of the transcript of Genesis's opening statement during the nonjury trial reveals that Genesis's complaint initially asserted two causes of action, breach of contract and quantum meruit. It further appears from the opening statement, arguments presented at trial, and the joint pretrial statement, that Genesis abandoned its breach of contract claim and proceeded to trial only on a theory of quantum meruit. The theory of quantum meruit was premised on the assertion that a condition precedent to the formation of a contract was not met; therefore, no contract was created.¹

At the non-jury trial, the president of Genesis was the only witness to testify. He testified that all of the work contemplated by the Letter of Agreement had been performed, but that Land Company had not paid the retainer fee or any of the other progress payments totaling $85,000. He explained that Genesis began working on the project even without being paid because he expected payment pursuant to the contract, and expected a future contract for additional work on the project.

In support of its theory for recovery under quantum meruit, counsel for Genesis argued to the trial court that the payment of the $25,000 retainer fee was a condition precedent to the contract, and that because the retainer fee was not paid within the thirty days provided for by the Letter of Agreement and prior to the commencement of the work, the contract never came into fruition. Thus, Genesis argued that it was entitled to recovery under quantum meruit because it had provided Land Company with its services, and Genesis was never told to stop working or that its work was unauthorized.

Counsel for Land Company also agreed that the $25,000 retainer fee was a condition precedent, but maintained that a contract had indeed been formed between the parties. Specifically, Land Company argued that the Letter of Agreement was a contract executed by the parties, and that the retainer fee was a condition precedent to Genesis's performance, and not a condition precedent to the contract formation. As such, Land Company asserted that the parties had entered into an express contract, and that because there was an express contract, Genesis could not recover under quantum meruit.

In awarding damages based on quantum meruit, the trial court did not make an express ruling with regard to whether the retainer fee constituted a condition precedent to Genesis's performance versus contract formation. In announcing its reasoning for deciding in favor of Genesis, the trial court said nothing about the retainer fee. However, the trial court announced its reasoning as follows:

It's clear that the work was done, that it was requested by [Land Company], that [Genesis] presented the work, and the amount requested for the work was $85,000. The contractual claim has been waived, therefore, the only claim being made at this time was for quantum meruit. I find based upon the uncontroverted testimony that $85,000 is an appropriate amount to be awarded with prejudgment interest.

Subsequently, a final judgment in favor of Genesis was entered.

Quantum meruit “provide[s] a remedy where one party was unjustly enriched, where that party received a benefit under circumstances that made it unjust to retain it without giving compensation.” Commerce P'ship 8098 Ltd. P'ship v. Equity Contracting Co., Inc., 695 So.2d 383, 386 (Fla. 4th DCA 1997) (en banc). However, it is well settled that proof of an express contract covering the services in question precludes relief in quantum meruit because the law will not imply a contract where a valid express contract exists. See, e.g., Harding Realty, Inc. v. Turnberry Towers Corp., 436 So.2d 983 (Fla. 3d DCA 1983) ; Garcia v. Cosicher, 504 So.2d 462, 463, n. 2 (Fla. 3d DCA 1987). Thus, we must first decide if there was a valid express contract between the parties. Whether a valid express contract was formed depends on whether the retainer fee was a condition precedent to the formation of the contract or performance under the contract.

On appeal, we review the interpretation of a written contract de novo. 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) ).

“A condition precedent is an act or event, other than a lapse of time, that must occur before a binding contract will arise.” Mitchell v. DiMare, 936 So.2d 1178, 1180 (Fla. 5th DCA 2006) (citing J. Calamari & J. Perrilo, Contracts, § 11–5 (3d ed. 1987); Restatement (Second) of Contracts § 250 (1981) ). “A condition may be either a condition precedent to the formation of a contract or a condition precedent to performance under an existing...