Margaret Gadsby, Frank Murphy, John Gardiner, Sr., Richard J. Brussard, Jr., Hosp. Boutiques, Inc. v. Am. Golf Corp.
| Decision Date | 08 October 2014 |
| Docket Number | Case No: 2:10-cv-680-FtM-38CM |
| Parties | MARGARET GADSBY, FRANK MURPHY, JOHN GARDINER, SR., RICHARD J. BRUSSARD, JR., HOSPITAL BOUTIQUES, INC., JAMES TAYLOR, JODY TAYLOR, JEROME KUTCHE, JAMES RIES, DONALD OINONEN and CHARLES FEMMINELLA, JR., Plaintiffs, v. AMERICAN GOLF CORPORATION OF CALIFORNIA and GOLF ENTERPRISES, INC., Defendants. |
| Court | U.S. District Court — Middle District of Florida |
Before the Court is Defendants' Renewed Motion for Costs and Entitlement to Attorneys' Fees ("Renewed Motion") (Doc. 121).2 The Renewed Motion was referred to the undersigned for a Report and Recommendation. Doc. 123. DefendantsAmerican Golf Corporation of California and Golf Enterprises, Inc. seek to recover $10,223.74 in costs as the prevailing parties in this case and request that the Court determine whether they are also entitled to recover attorneys' fees.3 For the reasons set forth herein, the Court recommends that the Renewed Motion be granted in part and denied in part as to Defendants' request for taxation of costs, and denied as to Defendants' entitlement to recover attorneys' fees.
Plaintiffs are ten individuals and one corporation who, beginning in the late 1990s, bought memberships to The Classics at Lely Resort Golf & Country Club ("the Club"), owned and operated by Defendants. Plaintiffs brought this action alleging violations of the Florida Securities Investor Protection Act ("FSIPA"), Fla. Stat. § 517.301 (Count I); violations of the Florida Deceptive and Unfair Trade Practices Act ("FDUTPA"), Fla. Stat. § 501.201 et seq. (Count II); breach of contract (Count III); fraudulent inducement (Count IV); and negligent misrepresentation (Count V). Doc. 2. Plaintiffs claimed that at the time they purchased their memberships Defendants made certain representations, including that a percentage of their membership fees would be returned if they resigned their memberships. All Plaintiffs have sinceresigned from the Club, and none had received a return of the membership fee at the time the instant action was brought.
The case was removed to this Court, and Plaintiffs' Amended Complaint was filed on November 15, 2010. Docs. 1, 2. Defendants moved to dismiss the Amended Complaint on March 31, 2011. Doc. 19. By Order dated April 27, 2012, the Court dismissed the FSIPA claims (Count I) as to ten Plaintiffs, finding that they were filed outside the two-year statute of limitations.4 Doc. 60 at 6. The Court also found that claims alleging FDUTPA violations (Count II), fraudulent inducement (Count IV) and negligent misrepresentation (Count V) filed by seven Plaintiffs were filed outside the four-year statute of limitations and were dismissed as to those Plaintiffs.5 Doc. 60 at 6-7. As to the breach of contract claim (Count III), the Court determined that dismissal based on the statute of limitations was not appropriate at that time, because additional facts were necessary to determine whether Plaintiffs had sufficiently alleged an ongoing breach of contract claim. Id. at 7.
The Court then considered the sufficiency of the claims set forth in the Amended Complaint. As to Count I (FSIPA), the Court found that Plaintiffs failed to allege a common enterprise and the membership agreements were not investment contracts or other security within the scope of FSIPA and dismissed that count in its entirety. Id. at 9-10. As to Count II (FDUTPA), Count III (breach of contract),Count IV (fraudulent inducement) and Count V (negligent misrepresentation), the Court determined that the remaining Plaintiffs had sufficiently alleged facts upon which relief could be granted and denied the motion to dismiss.
Defendants moved for summary judgment on March 2, 2012 (Doc. 44), arguing that Plaintiffs' breach of contract claims were inadequate because the terms of the agreements were clear and unambiguous, and there was no breach; Plaintiffs' fraud and negligent misrepresentation claims were inadequate because they could not show reliance on alleged misrepresentations or causal connections between any misrepresentation and the damages allegedly suffered by Plaintiffs; the Club memberships were not securities as a matter of Florida law; and Plaintiff's allegations, even if true, did not state a claim under FDUTPA. The Honorable Paul A. Magnuson held a hearing on the motion for summary judgment on January 11, 2013. Docs. 93, 104. On January 17, 2013, the Court granted Defendants' Motion for Summary Judgment and dismissed Plaintiffs' Amended Complaint with prejudice. Doc. 94.
The Court determined that summary judgment was warranted based on the statute of limitations as to the FDUTPA claims of Plaintiffs Kutche and the Taylors because, although the Court previously found their claims were timely, that determination was based upon the Amended Complaint, which alleged that those Plaintiffs resigned their memberships in 2007. Additional documentation showed Plaintiffs Kutche and the Taylors actually resigned their memberships in 2004, rendering their FDUTPA and fraud claims untimely. Doc. 94 at 4. The Court alsodetermined that Plaintiffs' breach of contract claim failed because they could not establish either that a contract had been breached since none of the named Plaintiffs had reached the top of the list and therefore none were eligible for a refund, or that they were damaged by the alleged breaches. Id. at 4-7.
As to Plaintiff Gardiner, the Court determined that his FDUTPA claim was inadequate because he failed to establish any unfair or deceptive conduct that rose to the level required to find a FDUTPA violation. Id. at 9. The Court also found that Gardiner failed to establish that he was fraudulently induced to enter into his agreement with the Club or that the Club negligently misrepresented the membership terms, or that there was any reliance on a false representation. Accordingly, the Amended Complaint was dismissed with prejudice, and Judgment was entered in favor of Defendants on January 18, 2013. Doc. 95. Defendants filed a Motion for Costs and Entitlement to Attorneys' Fees on January 30, 2013 (Doc. 96), which was denied without prejudice in light of five of the original eleven Plaintiffs filing a Notice of Appeal on February 14, 2013 (Doc. 98). See Doc. 99.
The Eleventh Circuit affirmed the grant of summary judgment by Order dated February 11, 2014 (Doc. 118), and the Mandate was issued on March 17, 2014 (Doc. 119). In the opinion affirming summary judgment, the Eleventh Circuit noted that the appellants' "exclusive use" allegations were not properly before that court because they were raised for the first time in Plaintiffs' response to the motion for summary judgment and that Plaintiffs had abandoned their fraudulent inducement claim.
The court also found that other alleged promises, such as the promise to construct a hotel or guarantee of 81 holes of golf, are not found in the purchase contract, Bylaws or upgrade offer and, even if oral promises were made, the Bylaws' "Entire Agreement" clause governed. Finally, the court of appeals determined that Plaintiffs had not raised a genuine issue of fact regarding whether they were entitled to refunds because none had yet reached the top of the transfer list. To the extent Plaintiffs argued they were entitled to injunctive relief, the court stated they failed to pursue this argument at the summary judgment stage, thus the court declined to address it for the first time on appeal. On March 19, 2014, Defendants filed the Renewed Motion.
Defendants allege that as the prevailing party in this action they are entitled to recover certain costs and that they are entitled to attorneys' fees pursuant to the Club Bylaws sued upon in this action and attached to Plaintiff's Amended Complaint (Doc. 2-1 at 4-28). Defendants' entitlement to attorneys' fees and costs are addressed separately.
Generally, parties to a lawsuit each bear their own attorneys' fees. Alyeska Pipeline Serv. Co. v. Wilderness Society, 421 U.S. 240, 247 (1975). Rule 54, Federal Rules of Civil Procedure, requires that requests for attorneys' fees be made by motion, which must specify the judgment and the statute, rule or other grounds entitling the movant to recover the fees. Fed. R. Civ. P. 54(d)(2)(A)-(B). Here, Defendantscontend that they are entitled to recover attorneys' fees from Plaintiffs, as former members of Lely Resort Golf & Country Club ("Members"), pursuant to the Club Bylaws. The Membership Agreement, which incorporates by reference the Club Bylaws, states that it is governed by Florida law.6 See Doc. 2-1 at 27-28.
"Federal courts apply state law when ruling on the interpretation of contractual attorney fee provisions." In re Sure-Snap Corp., 983 F.2d 1015, 1017 (11th Cir. 1993). "Florida law allows the recovery of attorneys fees as damages or costs to the prevailing party only when provided for by statute or contract." Atkinson v. Wal-Mart Stores, Inc., No. 8:08-cv-691-T-30TBM, 2008 WL 2261784, at *1 (M.D. Fla. May 30, 2008). Courts will grant attorneys' fees to a prevailing party pursuant to clear and unambiguous terms of a contract between the parties providing for same. See, e.g., Overman v. Imico Brickell, LLC, No. 08-21091-CIV, 2009 WL 68826, at *3 (S.D. Fla. Jan. 6, 2009) ().
Where the language relied upon is ambiguous, however, courts construe the provision against the drafting party. City of Homestead v. Johnson, 760 So.2d 80, 84 (Fla.2000) (); see also Arriaga v. Florida Pacific Farms, L.L.C., 305 F.3d 1228, 1247-48(11th Cir. 2002) (); LSQ Funding Grp.,...
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