James K. Lindsey v. Duckworth Development II, LLC ( 2021 )


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  •        USCA11 Case: 20-13504    Date Filed: 03/25/2021   Page: 1 of 23
    [DO NOT PUBLISH]
    IN THE UNITED STATES COURT OF APPEALS
    FOR THE ELEVENTH CIRCUIT
    ________________________
    No. 20-13504
    Non-Argument Calendar
    ________________________
    D.C. Docket No. 3:19-cv-01395-TJC
    Bkcy No. 3:15-bk-1645-JAF, 3:18-AP-43-JAF
    In re: JAMES K. LINDSEY,
    Debtor.
    __________________________________________________________________
    JAMES K. LINDSEY,
    KRACOR SOUTH, INC.,
    a Florida corporation,
    Plaintiffs-Appellants,
    versus
    DUCKWORTH DEVELOPMENT II, LLC,
    Defendant-Appellee.
    ________________________
    Appeal from the United States District Court
    for the Middle District of Florida
    ________________________
    (March 25, 2021)
    USCA11 Case: 20-13504       Date Filed: 03/25/2021    Page: 2 of 23
    Before MARTIN, GRANT, and LUCK, Circuit Judges.
    PER CURIAM:
    James Lindsey and Kracor South, Inc., appeal the district court’s order
    affirming the bankruptcy court’s final judgment for Duckworth Development II,
    LLC, on its claims to quiet title on two parcels of real estate it bought from Lindsey
    and Kracor, and to reform the warranty deed on those parcels. We also affirm.
    FACTUAL BACKGROUND AND PROCEDURAL HISTORY
    In 2015, Lindsey filed a voluntary petition for Chapter 13 bankruptcy relief.
    In his schedule of assets, Lindsey listed a “fee simple” interest in two parcels of real
    property with a collective fair market value of $487,410.          This real property
    consisted of a commercial multi-tenant building and an adjacent vacant lot. The
    commercial building was subject to a mortgage held by Ameris Bank and Lindsey
    owed overdue taxes on both parcels.
    On February 16, 2017, Ameris Bank filed an action in state court to foreclose
    its mortgage on the commercial building. The action named as defendants Lindsey
    and Kracor, a Florida corporation in which Lindsey was the president and majority
    shareholder.
    While the state foreclosure case was pending, Lindsey spoke to Mary Lundy,
    a realtor, about selling the parcels. Lindsey told Lundy that he needed to sell the
    parcels “quickly” or else he would lose them to the bank. Lindsey was therefore
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    looking for a “fire sale” to unload the parcels “very quickly” before “the lenders took
    [them] back.” Lundy referred Lindsey to Eric Bumgarner, a realtor specializing in
    commercial real estate. Bumgarner introduced Lindsey to Hank Duckworth, the
    owner of Duckworth Development, as a potential buyer. On April 4, 2017, Lindsey
    sent the following email to Bumgarner: “I met with Hank and his attorney yesterday.
    All looks good for the purchase of both parcels, net to me $475,000. I need to get a
    contract asap where I can forward that to Ameris Bank which will postpone the
    foreclosure suit.”
    Bumgarner drafted a commercial contract for the sale of the parcels to
    Duckworth Development.         The parties to the agreement were Duckworth
    Development (the buyer) and “Kracor South, Inc. et al, a Florida Corporation” (the
    seller). The purchase price was $450,000. The contract provided that the “[s]eller
    has the legal capacity to and will convey marketable title to the [p]roperty by
    statutory warranty deed . . . free of liens, easements and encumbrances of record or
    known to [s]eller[.]” In the signature line for the seller, Lindsey printed his name
    followed by “Kracor-South.” Below that, Lindsey listed his title as “Pres. James K.
    Lindsey.” The contract was signed on April 6, 2017.
    On April 24, 2017, Duckworth Development’s attorney sent Lindsey a title
    commitment and cover letter. The letter identified “Kracor South, Inc. and James
    K. Lindsey” as, collectively, the seller. The letter provided that the seller had to
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    satisfy the requirements of the title commitment before closing, which included both
    Kracor and Lindsey executing a warranty deed as a condition to the issuance of a
    title insurance policy.    The title commitment also provided that Duckworth
    Development was required to obtain a mortgage on the parcels before closing.
    On June 27, 2017, Lindsey filed with the bankruptcy court a motion to sell
    real property. Lindsey, through counsel, represented that he had “entered into a sales
    agreement to sell” “his” properties to Duckworth Development for $450,000 (the
    commercial building and vacant lot described above).            Lindsey sought the
    bankruptcy court’s permission to sell the parcels according to the terms of the
    contract “between [him]” and Duckworth Development. This sale would satisfy,
    Lindsey represented, the mortgage and tax liens on the parcels. The sale would also
    result in $32,511.12 net proceeds “payable to [Lindsey].” Lindsey represented that
    he was “not aware of any other claimed interest” in the property. The motion at no
    point mentioned Kracor. On July 25, 2017, the bankruptcy court granted Lindsey’s
    motion and authorized him to sell the parcels according to the contract’s terms. The
    bankruptcy court ordered that the net proceeds from the sale had to be sent to
    Lindsey’s Chapter 13 trustee.
    The closing occurred on July 7, 2017, and a warranty deed was executed
    between Kracor and Duckworth Development. Lindsey signed the warranty deed as
    president of Kracor, transferring Kracor’s interest to Duckworth Development, but
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    he didn’t sign it in his individual capacity. Lindsey also signed a title affidavit,
    swearing that Kracor owned the parcels and there were “no parties in possession of
    the [p]roperty other than [Kracor].” Following the sale, the mortgage and tax liens
    on the parcels were satisfied and Kracor received a check for $138,043.62. A new
    mortgage held by Synovus Bank in Duckworth Development’s name was placed on
    the parcels.
    After the sale, Lindsey didn’t communicate with Hank Duckworth for six
    months. Duckworth Development spent about $500,000 improving the parcels and
    leased portions of the commercial building to tenants. Lindsey didn’t contribute to
    these improvements.
    On January 23, 2018, a title insurance agency prepared a report stating that
    the owners of the parcels were Duckworth Development and Lindsey. That same
    day, Lindsey called Hank Duckworth to inform him that his attorney had “screwed
    up” and Duckworth Development could get the new mortgage on the parcels paid
    off if Duckworth “played his cards right.” Then, on February 7, 2018, Lindsey
    emailed Hank Duckworth stating that Lindsey was the “50% owner” of the parcels.
    Lindsey wrote that he didn’t approve any of the ongoing improvements at the
    property, and requested a halt to construction “until an agreement between [him] and
    Duckworth [was] finalized in writing[.]” He also wrote that he didn’t authorize the
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    new mortgage and would seek to amend it to exclude his half interest. Finally,
    Lindsey demanded half of all rental income generated by the parcels.
    In response to Lindsey’s email, Duckworth’s attorney prepared a corrective
    warranty deed reflecting that both Kracor and Lindsey were the grantors of the
    parcels. Duckworth’s attorneys sent the proposed corrective warranty deed to
    Lindsey’s attorney, stating that: (1) Lindsey didn’t have a half interest in the
    property; and (2) it was a “mistake” to not have him individually execute the
    warranty deed. Lindsey refused to sign the corrective warranty deed (against the
    advice of his attorney).
    On April 11, 2018, Duckworth Development brought an adversary proceeding
    against Lindsey and Kracor in Lindsey’s ongoing Chapter 13 bankruptcy case.
    Count one of Duckworth Development’s complaint sought reformation of the
    warranty deed and count two sought to quiet title. Duckworth Development alleged
    that the warranty deed mistakenly did not reflect the parties’ agreement that Lindsey
    would sell his entire interest in the parcels.
    Although Lindsey’s Chapter 13 bankruptcy case had been pending for three
    years, on April 16, 2018—five days after Duckworth Development initiated the
    adversary proceeding—Lindsey requested that his bankruptcy case be dismissed.
    The bankruptcy court dismissed the case the next day.
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    On April 23, 2018, Duckworth Development moved the bankruptcy court to
    retain jurisdiction over the pending adversary proceeding. Lindsey objected to the
    retention of jurisdiction. He conceded that “the bankruptcy court ha[d] discretionary
    power to retain jurisdiction over an adversary complaint following dismissal of the
    underlying bankruptcy case” if cause is shown. Lindsey argued that the bankruptcy
    court shouldn’t retain jurisdiction here because a dismissal of the adversary
    proceeding wouldn’t prejudice or inconvenience the parties.
    The bankruptcy court granted Duckworth Development’s motion and retained
    jurisdiction.   The bankruptcy court concluded that dismissal of the adversary
    proceeding was inappropriate because: (1) judicial economy would be best served
    by retaining jurisdiction; (2) the bankruptcy court’s knowledge of the case would
    promote fairness and convenience to the parties; and (3) the legal issues were
    straightforward and best addressed by the bankruptcy court.
    The bankruptcy court held a two-day bench trial on Duckworth’s complaint,
    and then entered its findings of fact and conclusions of law. As to the reformation
    claim, the bankruptcy court found that the parties had intended for Duckworth
    Development to purchase the parcels in fee simple, and the warranty deed didn’t
    reflect this agreement. The bankruptcy court found that the omission of Lindsey in
    his individual capacity from the warranty deed was a mistake caused by Duckworth
    Development’s attorneys, and this mistake wasn’t gross negligence. Reformation of
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    the warranty deed, the bankruptcy court concluded, was therefore the appropriate
    remedy.       As to the claim to quiet title, the bankruptcy court concluded that
    Duckworth established it held valid title to the parcels and Lindsey’s claimed half
    interest was invalid.      Thus, the bankruptcy court entered final judgment in
    Duckworth’s favor.
    Lindsey moved for rehearing, arguing that: (1) the bankruptcy court lacked
    subject matter jurisdiction over the adversary proceeding; (2) Duckworth
    Development lacked standing to bring the adversary proceeding after Lindsey’s
    bankruptcy case was dismissed; (3) Lindsey hadn’t consented to the bankruptcy
    court entering final judgment, which was necessary because the adversary
    proceeding was a non-core proceeding; (4) Duckworth Development had failed to
    prove there was a mutual mistake in the warranty deed that justified reformation;
    and (5) the bankruptcy court erred by finding that Duckworth’s attorneys weren’t
    grossly negligent in drafting the warranty deed.
    The bankruptcy court denied the motion. The bankruptcy court concluded it
    had subject matter jurisdiction over the adversary proceeding under 28 U.S.C.
    1334(b) because it was “related to” Lindsey’s Chapter 13 bankruptcy case and
    estate.     The bankruptcy court then concluded that the dismissal of Lindsey’s
    bankruptcy case didn’t divest it of jurisdiction because “related to” jurisdiction
    existed at the time the adversary complaint was filed. And Duckworth Development
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    had standing, the bankruptcy court concluded, because it had suffered a concrete
    injury that could be redressed following the retention of jurisdiction. Finally, the
    bankruptcy court found that Lindsey had consented to the entry of final judgment—
    even though the adversary complaint was a non-core proceeding—under a local rule
    providing that a party is deemed to consent to the bankruptcy court entering
    judgment if the party didn’t timely file a motion addressing the bankruptcy court’s
    jurisdiction. 1
    Lindsey and Kracor appealed the bankruptcy court’s judgment to the district
    court. The district court affirmed, concluding that the bankruptcy court didn’t abuse
    its discretion in retaining jurisdiction and “committed no errors of law and made no
    clearly erroneous factual findings.” Lindsey and Kracor timely sought our review
    of the bankruptcy court’s judgment.
    STANDARDS OF REVIEW
    “As the second court to review the bankruptcy court’s judgment, we examine
    the bankruptcy court’s order independently of the district court.” Westgate Vacation
    Villas, Ltd. v. Tabas (In re Int. Pharmacy & Discount II, Inc.), 
    443 F.3d 767
    , 770
    (11th Cir. 2005). We review a bankruptcy court’s retention of jurisdiction over an
    adversary proceeding for an abuse of discretion. Fidelity & Deposit Co. of Md. v.
    1
    The bankruptcy court rejected Lindsey’s challenges to its factual findings because
    Lindsey didn’t allege a change in the law or present any newly discovered evidence.
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    Morris (In re Morris), 
    950 F.2d 1531
    , 1535–36 (11th Cir. 1992). “[W]e review
    determinations of law made by either the district or bankruptcy court de novo, while
    reviewing the bankruptcy court’s findings of fact for clear error.”        Westgate
    
    Vacation, 443 F.3d at 770
    . “[F]indings of fact are not clearly erroneous unless, in
    light of all the evidence, we are left with the definite and firm conviction that a
    mistake has been made.”
    Id. DISCUSSION Lindsey argues
    that the bankruptcy court: (1) lacked jurisdiction over the
    adversary proceeding; (2) erred in reforming the warranty deed without sufficient
    proof of a mutual mistake; and (3) erred in finding that Duckworth’s attorneys didn’t
    act with gross negligence.
    Jurisdiction
    Lindsey argues that the bankruptcy court had no jurisdiction over the
    adversary proceeding for four reasons. First, Lindsey argues that the bankruptcy
    court didn’t have subject matter jurisdiction under 28 U.S.C. section 1334(b)
    because the outcome of the adversary proceeding couldn’t have impacted his estate.
    Second, Lindsey argues that the bankruptcy court erred by retaining jurisdiction over
    the adversary proceeding after it had dismissed his bankruptcy case. The “general
    rule,” Lindsey maintains, is that related proceedings should be dismissed when the
    underlying bankruptcy case is terminated. Third, Lindsey argues that he didn’t
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    consent to the bankruptcy court adjudicating the adversary claims, which precluded
    it from entering final judgment because the adversary proceeding was non-core to
    Lindsey’s bankruptcy case.         And fourth, Lindsey argues that Duckworth
    Development lacked standing because the bankruptcy court was without jurisdiction.
    Subject Matter Jurisdiction
    “A proceeding is within the bankruptcy jurisdiction, defined by 28 U.S.C.
    [section] 1334(b), if it ‘arises under’ the Bankruptcy Code or ‘arises in’ or is ‘related
    to’ a case under the Code.” Carter v. Rodgers, 
    220 F.3d 1249
    , 1253 (11th Cir. 2000).
    The test for determining whether a proceeding is “related to” a bankruptcy case “is
    whether the outcome of the proceeding could conceivably have an effect on the
    estate being administered in bankruptcy.” Miller v. Kemira, Inc. (In re Lemco
    Gypsum, Inc.), 
    910 F.2d 784
    , 788 (11th Cir. 1990) (quotation omitted). “An action
    is related to bankruptcy if the outcome could alter the debtor’s rights, liabilities,
    options, or freedom of action (either positively or negatively) and which in any way
    impacts upon the handling and administration of the bankrupt estate.”
    Id. (quotation omitted). We
    look to whether subject matter jurisdiction existed “as of the date” of
    the filing of Duckworth Development’s adversary complaint. See
    id. at 788
    n.20
    (“Subject matter jurisdiction should be determined as of the date that Kemira’s filed
    its motion seeking damages for the loss of use of its real property . . . .”).
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    We conclude that Duckworth Development’s adversary complaint was
    “related to” Lindsey’s bankruptcy case. “While [Duckworth’s] action against
    [Lindsey and Kracor] arose after the date of the bankruptcy petition, [its] suit
    turn[ed] solely on allegations of wrongdoing in the sale of property belonging to the
    bankruptcy estate.” See 
    Carter, 220 F.3d at 1253
    . A recovery in Duckworth
    Development’s favor would invalidate Lindsey’s claimed half interest in real estate
    worth $450,000—which is what ended up happening. As such, the outcome of the
    adversary proceeding could “impact [Lindsey’s] bankruptcy estate,” see
    id. at 1254,
    and could alter his “rights, liabilities, options, or freedom of action,” 
    Miller, 910 F.2d at 788
    . The bankruptcy court therefore had subject matter jurisdiction. See
    id. at 787–88.
    Retention of Jurisdiction
    The “dismissal of an underlying bankruptcy case does not automatically strip
    a federal court of jurisdiction over an adversary proceeding which was related to the
    bankruptcy case at the time of its commencement.” Fidelity & 
    Deposit, 950 F.2d at 1534
    . “Although dismissal of the bankruptcy case usually results in dismissal of all
    remaining adversary proceedings, 11 U.S.C. [section] 349 gives the bankruptcy
    court the power to alter the normal effects of the dismissal of a bankruptcy case if
    cause is shown.”
    Id. at 1535.
    A bankruptcy court considers three factors in
    determining whether to retain jurisdiction over an adversary proceeding: “(1)
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    judicial economy; (2) fairness and convenience to the litigants; and (3) the degree of
    difficulty of the related legal issues involved.”
    Id. The decision on
    whether to retain
    jurisdiction over a pending adversary proceeding is “left to the sound discretion of
    the bankruptcy court.”
    Id. at 1534.
    Here, the bankruptcy court considered the three applicable factors and
    concluded that they each weighed in favor of retaining jurisdiction. Lindsey doesn’t
    challenge the bankruptcy court’s findings on any of these three factors. He instead
    argues that once a bankruptcy case is dismissed, “there is nothing to proceed with
    and anything that occurred after the dismissal is void”—including the retention of
    jurisdiction. Because the proceedings after the dismissal were void, Lindsey argues,
    the bankruptcy court lacked jurisdiction.
    We disagree. Fidelity & Deposit rejected the argument that a bankruptcy
    court’s dismissal of a bankruptcy case without first “expressly retaining jurisdiction
    over the unresolved adversary proceeding terminate[s] the entire 
    matter.” 950 F.2d at 1534
    .     Because “an adversary proceeding in the bankruptcy court and the
    companion bankruptcy case are two distinct proceedings,” we explained, “express
    retention over the adversary proceeding upon disposition of the related bankruptcy
    case is unnecessary.”
    Id. Thus, the fact
    that the bankruptcy court retained
    jurisdiction over the adversary proceeding only after it dismissed the bankruptcy
    case didn’t divest it of jurisdiction. See
    id. 13
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    Consent to Entry of Final Judgment in a Non-Core Proceeding
    Lindsey finally argues that he didn’t consent to the bankruptcy court entering
    final judgment in the adversary proceeding, which couldn’t happen without his
    consent because it was “non-core” to the bankruptcy case. Again, we disagree. In
    a non-core proceeding, the parties may consent to have a bankruptcy court “enter
    appropriate orders and judgments.” 28 U.S.C. § 157(c)(2). But “[n]othing in the
    Constitution requires that consent to adjudication by a bankruptcy court be express.”
    Wellness Int’l Network, Ltd. v. Sharif, 
    135 S. Ct. 1932
    , 1947 (2015). Rather, the
    “implied consent standard articulated in [Roell v. Withrow, 
    538 U.S. 580
    , 590
    (2003)] supplies the appropriate rule for adjudications by bankruptcy courts under
    [section] 157.”
    Id. at 1948.
    Under this standard, designed to “increas[e] judicial
    efficiency and check[ ] gamesmanship,” the “key inquiry is whether the litigant or
    counsel was made aware of the need for consent and the right to refuse it, and still
    voluntarily appeared to try the case before the non-Article III adjudicator.”
    Id. (quotation omitted and
    emphasis added).
    The bankruptcy court found that Lindsey consented to the entry of final
    judgment. It did so based on Bankruptcy Local Rule 7001-1(k)(6), which provides
    that:
    A party who seeks a determination that the Bankruptcy Court does not
    have jurisdiction to enter final orders or judgments on any issue raised
    in the adversary proceeding shall file a motion for such determination
    no later than the date set for filing a response to the complaint. A party
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    who fails to timely file such a motion is deemed to have consented to
    the Bankruptcy Court’s entry of final orders and judgments in the
    proceeding.
    When Lindsey—through counsel—answered the complaint, he didn’t file a motion
    for the bankruptcy court to determine its jurisdiction to enter final judgment as
    required by rule 7001-1(k)(6).
    Lindsey’s affirmative representations in his pleadings support the district
    court’s consent finding. Duckworth Development alleged in its complaint that its
    adversary proceeding was a core proceeding, and Lindsey admitted to this allegation
    in his answer. See Beitel v. OCA, Inc. (In re OCA, Inc.), 
    551 F.3d 359
    , 368 (5th
    Cir. 2008) (finding consent where defendant “filed an answer admitting to the
    complaint’s allegation that” the matter was a core proceeding); Brook v. Ford Motor
    Credit Co., LLC (In re Peacock), 
    455 B.R. 810
    , 812–13 (Bankr. M.D. Fla. 2011)
    (concluding that the defendant’s admission in its answer that a non-core proceeding
    was a core proceeding was consent); Hiser v. Neumann Med. Ctr., Inc. (In re St.
    Mary Hospital), 
    117 B.R. 125
    , 131 (Bankr. E. D. Pa. 1990) (“An admission that a
    proceeding is core accords irrevocable consent to a bankruptcy court to determine
    the proceeding, even if it is non-core.”).
    Moreover, prior to the bench trial, Lindsey moved the bankruptcy court to
    enter judgment on the pleadings in his favor. After Duckworth Development
    presented its case but before Lindsey made his, Lindsey moved for a directed verdict
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    and again requested that the bankruptcy court enter judgment in his favor. And after
    the bench trial had ended, Lindsey filed a second motion for directed verdict and
    filed a post-trial closing argument seeking judgment in his favor.            Having
    consistently sought the bankruptcy court’s judgment, Lindsey can’t protest now that
    judgment was in fact entered. See In re Tribune Media Co., 
    902 F.3d 384
    , 396 (3d
    Cir. 2018) (finding consent where the defendant “made clear that he sought a final
    judgment on the merits”); True Traditions, LC v. Wu, 
    552 B.R. 826
    , 838 (N.D. Cal.
    2015) (“When it came time for summary judgment . . . , [a]ppellant sought final
    judgment in its favor without ever mentioning consent . . . . Courts confronted with
    this situation have time and again concluded that the movant had impliedly
    consented to the bankruptcy court’s authority to enter final judgment.” (citations
    omitted)).
    Finally, after failing to comply with rule 7001-1(k)(6) and repeatedly moving
    for judgment, Lindsey waited seventeen months until his counsel raised the issue of
    consent—and only after a five-hour bench trial and after the bankruptcy court issued
    its findings of fact and conclusions of law in Duckworth Development’s favor. On
    this record, the bankruptcy court didn’t err by finding that Lindsey consented to its
    entry of final judgment. See Hasse v. Rainsdon (In Re Pringle), 
    495 B.R. 447
    , 457–
    62 (B.A.P. 9th Cir. 2013) (finding implied consent where the defendant “answer[ed]
    the complaint, participat[ed] in discovery, contest[ed] issues at trial,” and her
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    representation by counsel allowed the inference “that she was aware of her right to
    refuse consent and demand an Article III forum”).
    In sum, we conclude that the bankruptcy court had subject matter jurisdiction,
    didn’t abuse its discretion in retaining jurisdiction over the adversary proceeding,
    and didn’t clearly err by finding that Lindsey consented to its entry of final judgment.
    And because the bankruptcy court had jurisdiction and could redress the claimed
    injuries, Duckworth Development had standing. See Spokeo, Inc. v. Robins, 
    136 S. Ct. 1540
    , 1567 (2016) (standing requires that the “plaintiff must have (1) suffered
    an injury in fact, (2) that is fairly traceable to the challenged conduct of the
    defendant, and (3) that is likely to be redressed by a favorable judicial decision.”).
    Reformation
    Lindsey argues there was insufficient evidence to support Duckworth
    Development’s reformation claim because there was “no evidence” that the parties
    intended for him to sell his entire fee simple interest in the parcels. According to
    Lindsey, there was also “no clear and convincing evidence” of a mutual mistake in
    the warranty deed. The record tells a different story.
    A “court of equity has the power to reform a written instrument where, due to
    a mutual mistake, the instrument as drawn does not accurately express the true
    intention or agreement of the parties to the instrument.” Tobin v. Mich. Mut. Ins.
    Co., 
    948 So. 2d 692
    , 696 (Fla. 2006) (quotation omitted). “A mistake is mutual
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    when the parties agree to one thing and then, due to either a scrivener’s error or
    inadvertence, express something different in the written instrument.” Providence
    Square Ass’n, Inc. v. Biancardi, 
    507 So. 2d 1366
    , 1372 (Fla. 1987).
    The Parties’ Intent
    The bankruptcy court found that the parties intended for Duckworth
    Development to buy Lindsey’s entire interest in the parcels. The record supports
    this finding. Lundy and Bumgarner, two disinterested realtors, testified that when
    Lindsey approached them about selling the parcels—“quickly,” in a “fire sale” to
    avoid foreclosure—there was no talk of Lindsey retaining a partial interest. Rather,
    Lindsey’s intent was “to sell the entirety of” the property, with the $450,000 asking
    price representing the “entirety” of the interest in the parcels—including “Lindsey’s
    interest individually.” And the appraiser testified that his appraisal of the parcels’
    value was for their “entire interest” rather than a partial interest.
    Hank Duckworth confirmed that Lindsey’s $450,000 offer represented “the
    entire interest” of the parcels, and there was no discussion of Lindsey retaining any
    interest. Duckworth had refrained from working with business partners his entire
    career, he testified, and had no intention of forming a post-closing business
    relationship with Lindsey. After Lindsey discovered the error in the warranty deed,
    he told Duckworth that his attorneys “screwed up” and Duckworth could get his new
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    mortgage “paid for” if he “play[ed] [his] cards just right.” And when this issue came
    to light, Lindsey’s own attorney advised him to sign the corrective warranty deed.
    This testimony, establishing Lindsey’s intent to convey his entire interest to
    Duckworth Development, was corroborated by the documents related to the sale. In
    Lindsey’s schedule of assets, he represented that he owned the parcels in fee simple.
    He listed their fair market value as $487,410, comparable to the $450,000
    Duckworth Development paid to buy the parcels in this “fire sale.” The sales
    contract listed the seller not as Kracor but as “Kracor South, Inc. et al,” meaning that
    Kracor was not the only seller. See Et al., Black’s Law Dictionary (11th ed. 2019)
    (defining “et al.” as “[a]nd other persons”). The legal description of the parcels in
    the sales contract described the entire property and didn’t mention a partial interest.
    The cover letter to the title commitment indicated that both Kracor and Lindsey were
    the sellers. The title commitment required both Kracor and Lindsey to execute the
    warranty deed. And the title affidavit that Lindsey signed swore that Kracor was
    “the” record owner of the property and there were no other parties in possession of
    it. Finally, when Lindsey moved the bankruptcy court for leave to sell the parcels,
    he represented that his intent was to sell “his” property pursuant to the terms
    “between [him]” and Duckworth Development.
    We recognize that the issue of the parties’ true intent was disputed at trial.
    Lindsey testified that he still owned an interest in the parcels and had only intended
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    to sell Kracor’s interest. But it was the bankruptcy court’s task to weigh the evidence
    and resolve this conflict. Under our deferential standard of review, we can’t say that
    the bankruptcy court’s factual and credibility findings on the parties’ intent were
    clearly erroneous. See Anderson v. City of Bessemer City, 
    470 U.S. 564
    , 574 (1985)
    (“Where there are two permissible views of the evidence, the factfinder’s choice
    between them cannot be clearly erroneous.”).
    Mutual Mistake
    The bankruptcy court found that the parties made a mutual mistake because
    the warranty deed omitted Lindsey in his individual capacity, contrary to the parties’
    intent for Lindsey to sell his entire interest in the parcels to Duckworth Development.
    Again, there was record evidence to support this factual finding.
    The commercial realtor and Duckworth Development’s attorney testified they
    both believed that the contract’s reference to “Kracor South, Inc. et al” as the seller
    included Kracor and Lindsey. The attorney explained that Lindsey’s omission in his
    personal capacity from the warranty deed was caused by human error. His firm used
    a computer program to create the closing documents, which required the user to input
    the names of the parties to the sale and the program would then generate the closing
    documents. A legal assistant inputted only Kracor’s name because that was the name
    on the sales contract. Because of this “simple input error,” every closing document
    generated by the program “list[ed] only one party”—Kracor—as the seller. Other
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    USCA11 Case: 20-13504          Date Filed: 03/25/2021       Page: 21 of 23
    documents related to the sale which weren’t generated by the program and were
    unaffected by the error, like the April 24, 2017 letter to Lindsey, provided that
    Kracor and Lindsey were the sellers.
    These facts support the bankruptcy court’s finding that the “parties agree[d]
    to one thing and then, due to . . . inadvertence, express[ed] something different” in
    the warranty deed. See Providence 
    Square, 507 So. 2d at 1372
    . The bankruptcy
    court therefore had a sufficient evidentiary basis to reform the warranty deed to
    “accurately express the true intention or agreement of the parties.” See 
    Tobin, 948 So. 2d at 696
    . Because the bankruptcy court didn’t clearly err in its findings on the
    parties’ intent and the mutual mistake in the warranty deed, we affirm its judgment
    reforming the warranty deed to conform with the agreement.
    Gross Negligence
    Lindsey finally argues that the bankruptcy court erred in finding that the
    mistake in the warranty deed was the result of simple rather than gross negligence.2
    Because Duckworth Development’s attorneys were grossly negligent, Lindsey
    argues, it wasn’t entitled to reformation.
    2
    Lindsey also states in his brief that Duckworth acted with “unclean hands,” but doesn’t
    provide any argument or authority in support of this claim. Because Lindsey raised this claim in
    a perfunctory manner, he has waived it. See, e.g., Sapuppo v. Allstate Floridian Ins. Co., 
    739 F.3d 678
    , 681 (11th Cir. 2014) (“We have long held that an appellant abandons a claim when he either
    makes only passing references to it or raises it in a perfunctory manner without supporting
    arguments and authority.”).
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    USCA11 Case: 20-13504      Date Filed: 03/25/2021   Page: 22 of 23
    Under Florida law, “a plaintiff’s gross negligence . . . will prevent him from
    obtaining reformation from a court of equity.” Goodall v. Whispering Woods Ctr.,
    LLC, 
    990 So. 2d 695
    , 701 (Fla. 4th DCA 2008); Cont’l Cas. Co. v. City of Ocala,
    
    149 So. 381
    , 386 (Fla. 1933) (“[T]here is a serious question whether such amended
    bill shows affirmatively that the complainant was guilty of such gross negligence as
    precluded it from invoking the aid of a court of equity to reform the bond.”). Gross
    negligence is “an act or omission that a reasonable, prudent person would know is
    likely to result in injury to another.” Eller v. Shova, 
    630 So. 2d 537
    , 541 n.3 (Fla.
    1993). Simple negligence is merely “the failure to use reasonable care.” State v.
    Winters, 
    346 So. 2d 991
    , 993 (Fla. 1977). Whether a party seeking “reformation is
    guilty of gross negligence is one of fact to be determined in the light of the
    circumstances . . . .” 
    Goodall, 990 So. 2d at 701
    .
    The bankruptcy court found that the mistake in omitting Lindsey from the
    warranty deed was only a negligent mistake and not gross negligence, and there was
    record evidence to support this finding. As described above, the mistake in the
    warranty deed was caused by a “human error.” The closing documents listed only
    Kracor as the seller, Duckworth Development’s attorney explained, because a legal
    assistant failed to type Lindsey’s name into a computer program. The attorney
    testified that this “input error” was a mistake which wasn’t caught before closing.
    The attorney testified that his firm was diligent in not making mistakes but “the
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    USCA11 Case: 20-13504      Date Filed: 03/25/2021   Page: 23 of 23
    reality is that errors happen, and 99 times out of 100 the party on the other side
    acknowledges the error and signs the corrective deed.” When the error here came
    to light, Duckworth’s attorneys immediately tried to correct it by having Lindsey
    sign a corrective warranty deed, which Lindsey refused to do in disregard of his own
    attorney’s advice.
    Given the explanation for how the mistake occurred and the swift steps taken
    to rectify it, we can’t say that the bankruptcy court clearly erred in finding that
    Duckworth Development and its attorneys were only simply negligent.             See
    
    Anderson, 470 U.S. at 574
    . Thus, we affirm the bankruptcy court’s factual finding
    that Duckworth Development didn’t act with gross negligence.
    AFFIRMED.
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