The Kidwell Grp. v. ASI Preferred Ins. Corp.
| Decision Date | 22 November 2022 |
| Docket Number | 5D21-2946 |
| Parties | THE KIDWELL GROUP, LLC D/B/A AIR QUALITY ASSESSORS OF FLORIDA A/A/O JATIN PATEL, Appellant, v. ASI PREFERRED INSURANCE CORP., Appellee. |
| Court | Florida District Court of Appeals |
NOT FINAL UNTIL TIME EXPIRES TO FILE MOTION FOR REHEARING AND DISPOSITION THEREOF IF FILED
Appeal from the County Court for Orange County LT Case No 2021-SC-013615-0, Carly S. Wish, Judge.
Chad A. Barr, of Chad Barr Law, Altamonte Springs, for Appellant.
Kenneth B. Bell and Lauren V. Purdy, of Gunster, Yoakley & Stewart, P.A., Tallahassee, for Appellee.
The Kidwell Group, LLC d/b/a Air Quality Assessors of Florida a/a/o Jatin Patel ("Kidwell") appeals an order dismissing its complaint with prejudice after the trial court determined that an agreement assigning Kidwell insurance proceeds failed to comply with section 627.7152, Florida Statutes (2020). Kidwell argues, inter alia, that the assignment agreement (the "assignment") is merely voidable rather than void and as a result, ASI Preferred Insurance Corp. ("ASI") does not have standing to challenge the validity of the assignment. We disagree and affirm.
The homeowner and insured in this case, Jatin Patel, purchased a homeowner's insurance policy from ASI and allegedly suffered a covered loss. Patel executed an agreement that assigned the proceeds for his claim under the policy to Kidwell. The following day, Patel received an invoice from Kidwell for assessment services performed at the property totaling $2,875. The invoice included the date, balance due, a description of services provided, an hourly rate and total number of hours, and a demand for payment within thirty days. Kidwell submitted the invoice to ASI, but ASI refused payment in full.
Kidwell then filed a complaint for breach of contract and eventually filed an amended complaint that attached the policy, assignment, and invoice.[1] ASI moved to dismiss the complaint, arguing that Kidwell failed to comply with section 627.7152 and therefore lacked standing as an assignee.
In opposition, Kidwell argued that failing to comply with the statute merely rendered the assignment voidable, not void, and that ASI does not have standing to challenge the assignment if it is merely voidable.
The trial court dismissed the amended complaint, reasoning that Kidwell did not comply with section 627.7152.[2] This appeal follows.
On appeal, Kidwell asserts that ASI does not have standing to challenge the assignment because it was merely voidable, relying heavily on the reasoning in SFR Services, LLC v. Indian Harbor Insurance Co., 529 F.Supp.3d 1285, 1295 (M.D. Fla. 2021). As we explain below, we disagree with Kidwell and hold that ASI has standing to challenge the assignment pursuant to section 627.7152.
"To have standing, a party must demonstrate a direct and articulable interest in the controversy, which will be affected by the outcome of the litigation." Centerstate Bank Cent. Fla., N.A. v. Krause, 87 So.3d 25, 28 (Fla. 5th DCA 2012) (citations omitted). "Standing depends on whether a party has a sufficient stake in a justiciable controversy, with a legally cognizable interest that would be affected by the outcome of the litigation." Id. (citation omitted).
ASI's interest in this case, and therefore its standing to challenge the assignment, turns on the meaning of the terms "invalid" and "unenforceable" as used in section 627.7152(2)(d). That provision provides:
An assignment agreement that does not comply with this subsection is invalid and unenforceable.
§ 627.7152(2)(d).
"In interpreting the statute, we follow the 'supremacy-of-text principle'-namely, the principle that '[t]he words of a governing text are of paramount concern, and what they convey, in their context, is what the text means.'" Forrester v. Sch. Bd. of Sumter Cnty., 316 So.3d 774, 776 (Fla. 5th DCA 2021) (quoting Ham v. Portfolio Recovery Assocs., LLC, 308 So.3d 942, 946 (Fla. 2020)). "The words of a statute are to be taken in their natural and ordinary signification and import; and if technical words are used, they are to be taken in a technical sense." Lab. Corp. of Am. v Davis, 339 So.3d 318, 323 (Fla. 2022) (citation omitted).
Where a statutory term is undefined, we may consult dictionary definitions to help us discern the term's plain and ordinary meaning. See Orlando Reg'l Healthcare Sys., Inc. v. Fla. Birth-Related Neurological, 997 So.2d 426, 431 (Fla. 5th DCA 2008). However, "[c]ontext always matters because sound interpretation requires paying attention to the whole law, not homing in on isolated words or even isolated sections." Richman v. Calzaretta, 338 So.3d 1081, 1082 (Fla. 5th DCA 2022) (citation omitted). Therefore, a dictionary definition might be helpful, but it is not conclusive because dictionary definitions are acontextual Palumbo v State, 52 So.3d 834, 835 (Fla 5th DCA 2011) (Torpy, J, concurring); accord United States v. Costello, 666 F.3d 1040, 1044 (7th Cir. 2012).
With this framework in mind, we first consult Black's Law Dictionary, which defines "invalid" as "[n]ot legally binding." Invalid, Black's Law Dictionary (11th ed. 2019). The definition of "unenforceable" suggests a subtle difference from the term "invalid." The term "unenforceable" is defined as "valid but incapable of being enforced." Unenforceable, Black's Law Dictionary (11th ed. 2019). Black's Law Dictionary further explains that an "unenforceable contract" "may be good, but incapable of proof owing to lapse of time, want of written form, or failure to affix a revenue stamp." Unenforceable Contract, Black's Law Dictionary (11th ed. 2019) (citation omitted). In other words, "the contract is unimpeachable, only it cannot be proved in court." Id.
The definition of "voidable" stands in direct contrast to the statutory term "invalid." Black's Law Dictionary defines "voidable" as a contract "capable of being affirmed or rejected at the option of one of the parties." Voidable, Black's Law Dictionary (11th ed. 2019). Notably, "voidable" "describes a valid act that may be voided rather than an invalid act that may be ratified." Id.
These dictionary definitions lend support to ASI's argument that it has authority to challenge the validity of the assignment. For instance, if the assignment is not legally binding, ASI would have an interest in challenging the assignment because Kidwell never even stepped into the shoes of the insured and therefore does not have any right to enforce the policy to begin with. See Kidwell Grp., LLC v. Olympus Ins. Co., 346 So.3d 658, 660-61 (Fla. 5th DCA 2022). Likewise, if the assignment is valid but cannot be "proved in court," ASI would have an interest in opposing use of the unenforceable assignment in this court proceeding. See Air Quality Experts Corp. v. Fam. Sec. Ins. Co., 47 Fla.L.Weekly D2066, D2068 (Fla. 4th DCA Oct. 12, 2022) ("Whether the contract is of no legal effect or is not legally binding, it is unenforceable.").
The terms "invalid" and "unenforceable" are not synonymous with a "voidable" contract which can be "affirmed or rejected" at the option of one party. In fact, the definition of "voidable" expressly refutes Kidwell's argument because that word describes a valid act, and not an invalid act.
Although these dictionary definitions are helpful, we must also consider the statute's context, including "the purpose of the text, gathered only from the text itself, consistently with the other aspects of its context." USAA Cas. Ins. Co. v. Mikrogiannakis, 342 So.3d 871, 874 (Fla. 5th DCA 2022) (citation and internal marks omitted).
Other parts of the statute provide additional indicia of meaning and confirm ASI's authority to challenge the assignment. First, subsection (2)(a)3. mandates that the assignment agreement "[c]ontain a provision requiring the assignee to provide a copy of the executed assignment agreement to the insurer within 3 business days" after execution or the date work begins, whichever is earlier. § 627.7152(2)(a)3. Second, subsection (2)(a)4. then provides that the assignment agreement must include "a written, itemized, per-unit cost estimate of the services to be performed." § 627.7152(2)(a)4.
Third and perhaps most compelling, the statute requires an assignee "to demonstrate that the insurer is not prejudiced by the assignee's failure to . . . [d]eliver a copy of the executed assignment agreement to the insurer within 3 business days after executing the assignment...
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