Quayside Associates, Ltd. v. Harbour Club Villas Condominium Ass'n, Inc., s. 81-1333
| Decision Date | 24 August 1982 |
| Docket Number | 81-1334,Nos. 81-1333,s. 81-1333 |
| Citation | 419 So.2d 678 |
| Parties | QUAYSIDE ASSOCIATES, LTD., Appellant, v. HARBOUR CLUB VILLAS CONDOMINIUM ASSOCIATION, INC., Appellee. |
| Court | Florida District Court of Appeals |
Lapidus & Stettin and Richard Lapidus, Miami, for appellant.
Floyd, Pearson, Stewart, Richman, Greer & Weil and Ellen C. Freidin, Miami, for appellee.
Before DANIEL S. PEARSON and FERGUSON, JJ. and OWEN, WILLIAM C., Jr. (Ret.), Associate Judge.
This appeal is from a Final Summary Judgment entered on a petition for declaratory decree determining that appellant is liable to indemnify appellee pursuant to terms of a settlement agreement. We reverse.
As part of an agreement terminating litigation between the parties Quayside gave Harbour Club Villas Condominium Association, Inc. (Villas) $3,000,000.00 and an indemnification agreement which provided:
Quayside shall indemnify, defend and save harmless Villas and all the Unit owners of Villas from any and all claims damages, judgments, actions, losses, costs, penalties, liabilities, and/or expenses without limitation (including attorneys' fees whether incurred in the course of primary or appellate litigation or settlement or otherwise) arising or sustained in any manner and for any reason whatsoever against Villas in connection with or as a result of the payment and receipt of the $3,000,000.00 or against Quayside in connection with the enforcement of this Agreement....
The attorney for Villas who had been paid $3,500.00, by contract, for representing Villas in litigation which preceded the settlement (and who did not participate in the settlement negotiations) brought suit against Villas for additional fees. Villas contends that the additional fees demanded by the attorney is a claim covered by the indemnification agreement. Quayside contends that it had been specifically agreed prior to implementation of the agreement that Villas' attorneys fees would not be covered by the agreement. The parties petitioned the court for a declaratory judgment and each filed a motion for summary judgment. The trial court entered judgment for Villas on a finding that the settlement agreement, exclusive of parol evidence, was clear and unambiguous.
What is clear to us is that it is unclear whether the demand for additional fees made against Villas for services rendered to it by its attorney prior to the settlement agreement (and paid for) is a claim arising...
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