Williams, Salomon, Kanner, Damian, Weissler & Brooks v. Harbour Club Villas Condominium Ass'n, Inc., 82-1253

• Decision Date: 05 July 1983
• Docket Number: No. 82-1253,82-1253
• Citation: 436 So.2d 233
• Court: Florida District Court of Appeals
• Parties: WILLIAMS, SALOMON, KANNER, DAMIAN, WEISSLER & BROOKS, Appellant, v. HARBOUR CLUB VILLAS CONDOMINIUM ASSOCIATION, INC., and Quayside Associates, Ltd., Appellees.

Page 233

436 So.2d 233

WILLIAMS, SALOMON, KANNER, DAMIAN, WEISSLER & BROOKS, Appellant, v. HARBOUR CLUB VILLAS CONDOMINIUM ASSOCIATION, INC., and Quayside Associates, Ltd., Appellees.

No. 82-1253.

District Court of Appeal of Florida Third District.

July 5, 1983.

Rehearing Denied Sept. 6, 1983.

Podhurst, Orseck, Parks, Josefsberg, Eaton, Meadow & Olin and Joel S. Perwin, Miami, for appellant.

Haddad, Josephs & Jack and Gilbert A. Haddad, Coral Gables, Lapidus & Stettin and Richard L. Lapidus, Miami, for appellees.

Before HENDRY, NESBITT and DANIEL S. PEARSON, JJ.

NESBITT, Judge.

The appellant is a law firm that agreed to represent the appellee, Harbour Club Villas Condominium Association, Inc. (Harbour Club), in a zoning dispute with the developer of a neighboring condominium, Quayside Associates, Ltd. (Quayside) ¹. Quayside had sought and procured from the Dade County Commission a zoning variance to erect a high-rise condominium near Harbour Club. Harbour Club retained the law firm at a fixed fee of $3,500 to pursue appeals in the Dade County Circuit Court and the Third District Court of Appeal. The circuit court appeal resulted in an affirmance of the county commission. After oral argument in this court, but before any decision was handed down, the parties settled. Under the terms of the settlement, Quayside, obviously anticipating a reversal, agreed to pay Harbour Club the sum of $3,000,000. The law firm subsequently sued Harbour Club for rescission of the representation agreement, for quantum meruit damages and for imposition of an attorneys' charging lien. The trial court entered summary final judgment in favor of Harbour Club and the law firm brought this appeal.

The gravamen of the law firm's claims was that the fee agreement should be rescinded because the parties did not envision a monetary settlement when the agreement was struck. On appeal, this attack upon the agreement translates into four basic alternative arguments: (1) there was no valid contract between the parties because their minds did not meet upon definite, essential terms; (2) a coexistent implied contract was created providing for additional compensation in the event of a settlement; (3) the fee agreement should be rescinded due to frustration of purpose; and (4) the fee agreement should be rescinded due to either unilateral or mutual mistake.

We reject the law firm's contention that there was no valid contract between the parties. The terms of the fee agreement were memorialized in two letters from the law firm to Harbour Club. Harbour Club was to pay the law firm $3,500 for the performance of specified and defined legal services, the prosecution of two appeals. The services were performed and the $3,500 was in fact paid to and accepted by the law firm. Consequently, while it may have been that at the outset the parties did not intend a monetary settlement to be the end result of their contractual relationship, their minds clearly met upon the terms of that relationship. "The making of a contract depends not on the agreement of two minds in one intention, but on the agreement of two sets of external signs--not on the parties having meant the same thing but on their having said the same thing." Gendzier v. Bielecki, 97 So.2d 604, 608 (Fla.1957) (quoting Holmes, The Path of the Law, 10 Harv.L.Rev. 457, 464 (1897). A valid fee contract was formed between the law firm and Harbour Club.

With respect to the implied contract theory, it being undisputed that the law firm took no part in actual negotiation of the $3,000,000 settlement, the law firm is confined to arguing that were it not for its legal efforts exerted in the two appeals, Quayside and Harbour Club would not have been placed in their respective positions as offeror and offeree of a large monetary settlement. The general rule in this regard has been stated as follows: "Recovery for the value of services which have inured to another's benefit is not generally allowed unless they were received with reason to know that compensation was expected for them." 13 S. Williston, A Treatise on the Law of Contracts § 1575 (3d ed. 1970). Since Harbour Club received only the services it knew it was already paying $3,500 for, it could not be expected to have known any additional compensation was due. Compare Freedman v. Horton, Schwartz & Perse, 383 So.2d 659 (Fla. 3d DCA 1980) (where contingency fee contract between client and trial counsel contained no provision for payment of appellate fees, but where client knew or should have known that an appellate law firm was representing her in appellate courts of state with respect to complicated estate proceedings and yet did not inform the law firm that she did not intend to pay for its services, she was liable to that firm for reasonable attorneys'...