JOHN P. WOODWARD and ROBERT C. WOODWARD v. TIMOTHY MORELL, in his capacity as PERSONAL REPRESENTATIVE OF THE ESTATE OF MILDRED W. OLSON ( 2021 )

DISTRICT COURT OF APPEAL OF THE STATE OF FLORIDA
FOURTH DISTRICT
JOHN P. WOODWARD,
and ROBERT C. WOODWARD,
Appellants,
v.
TIMOTHY J. MORELL, in his capacity as Personal Representative of
THE ESTATE OF MILDRED W. OLSON,
Appellee.
No. 4D20-362
[May 5, 2021]
Appeal from the Circuit Court for the Fifteenth Judicial Circuit, Palm
Beach County; John S. Kastrenakes, Judge; L.T. Case No. 50-2018-CA-
010541-XXXX-MB.
Justin C. Carlin of The Carlin Law Firm, PLLC, Fort Lauderdale, and
Daniel A. Seigel of Law Offices of Daniel A. Seigel, P.A., Boca Raton, for
appellants.
John R. Hart, Dean A. Morande and Michael D. Sloan of Carlton Fields,
P.A., West Palm Beach, for appellee.
GROSS, J.
Albert Einstein reportedly said, “Compound interest is the eighth
wonder of the world. He who understands it, earns it. He who doesn’t,
pays it.” This case arises from a couple’s attempt to impart Einstein’s
wisdom to their nephews.
John P. Woodward, Robert C. Woodward, and Chris Woodward, three
of the four Woodward brothers, brought a breach of contract claim against
Timothy J. Morell, in his capacity as Personal Representative of the Estate
of Mildred W. Olson (the “Estate”). 1 The contract arose from a 1991 letter
1Chris Woodward withdrew from the action below. Only John P. Woodward and
Robert C. Woodward are parties to this appeal. Unless otherwise specified in this
opinion, the “Woodwards” and the “Woodward brothers” will refer to John and
Robert.
sent by Mrs. Olson to her nephews, the four Woodward brothers. The
Woodward brothers claimed that they had performed under the contract
and that each was entitled to damages in excess of $100,000. The
Woodward brothers and the Estate filed competing motions for summary
judgment, all contending that the agreement at issue was clear and
unambiguous. Concluding that the statute of limitations barred the
brothers’ claims, the trial court granted the Estate’s Renewed Motion for
Summary Judgment and denied the Woodwards’ motion.
We affirm because the statute of limitations bars the Woodwards’
contract claims.
In an appeal from a final summary judgment, we view the evidence in
the light most favorable to the non-moving parties, the Woodwards. Suker
v. White Family Ltd. P’ship, 193 So. 3d 1028, 1029 (Fla. 4th DCA 2016).
Mildred Olson and Dick Olson were the Woodwards’ aunt and uncle.
They had no children. On November 27, 1991, the Olsons mailed an
agreement entitled “Woodward Nephews College and Savings Incentive
Program” (the “Incentive Program”) to each of their nephews. The Incentive
Program states, in pertinent part:
Dick and I want to encourage and help the four of you. To do
this we are offering each of you an incentive proposal with the
hope of accomplishing the following goals:
A. To encourage and reward you for going to college and
graduating.
B. To encourage you to save.
C. To give you a bonus for savings and show you how your
savings can accumulate for a major investment later
on, such as a home.
As an incentive to accomplish these goals Dick and I are
offering each of you up to $7,000.00, and the opportunity
to make that grow to $14,851.82 or $29,703.54 over 4
years, depending on the amount of our commitment
which you choose.
To start with, we make to each of you this commitment:
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1. Following your completion of each year of college we will
give you the following:
After freshman year………..$1,000.00
After sophomore year………$1,500.00
After junior year…………….$2,000.00
Upon graduation................$2,500.00
Total………………………………………$7,000.00
This incentive money is meant to be a reward for progressing
through college and to be seed money for a savings program.
It is not intended as money you will need to go to college. . . .
2. For a period of 4 years, beginning one year after you
complete your freshman year, as an additional incentive or
encouragement to save, we will pay you a bonus of 25% on
any of the above money that you maintain as a savings for a
period of 1 year. This is how it will work. If you put the first
$1,000.00 we give you into a savings account, leave it there
for a year and earn 6% or $60.00 on it, resulting in $1,060.00
at the end of 1 year, we will add 25% ($265.00) to your
savings, bringing your balance after 1 year up to $1,325.00
($1,000.00 + $60.00 + $265.00 = $1,325.00). Each year, in
order for us to pay you the 25% bonus, it will be up to you
to show us what you have saved for the past year.
3. If you add any of your own savings (up to the amount of our
yearly contributions, (i.e. if you add up to $1,000.00 the first
year, $1,500.00 the second year, etc.), to the money which we
give you, we will also pay you a bonus of 25% on your
matching additional savings.
4. You can earn whatever you are able to earn on the money,
however if you want to lend part or all of the money back
to us, we will pay you 10% interest, compounded monthly,
which comes out to a 10.47% annual return. We are sure
that this is more than you can safely earn anywhere else.
If you take full advantage of what we are offering – by going
through 4 years of college and saving all of the money we give
you, earning 10% interest and the 25% bonuses, you can
accumulate $14,851.82 by the end of one year after you have
finished college, as shown in spreadsheet # 1.
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Of course if you add any of your own money to this and earn
10% per year plus the 25% bonus per year, you will have up
to twice this amount by the end of your 4 years of college.
Spreadsheet # 2 shows that each of you can have
$29,703.64 after just 4 years of savings, if you match our
gifts by saving and adding $7,000.00 over the first 4 years . .
..
This could give you a good financial start in life!
Spread sheet # 3 shows you how your money grows the
longer you are willing to leave it alone as savings. Even
without adding any money of your own, if you just continue
to allow the $14,851.82 to accumulate at 10% per year, this
would grow to $2,624,440.78 in 50 years. Wow!, you could
all be millionaires!!!
Obviously there is no reason to leave this money alone forever.
However, these spreadsheets show you how much your money
could grow, if you allowed it to accumulate . . . .
Life is a series of opportunities and choices and the decisions
are not always easy. What you do with your opportunities and
choices, especially while you are young, will have a great effect
on what you will be able to do later on.
....
We want to leave you with the following thoughts:
1. Success takes planning and hard work. It does not happen
accidentally nor does it come over night.
....
We are making a significant commitment to each of you . . . .
To take the maximum advantage of our offer, it will take
a joint effort from both of us. The more you work and
save, the more we will have to work to keep our end of the
bargain.
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The decisions as to how much of these opportunities you
choose to take advantage of is individually up to each of
you.
Which ever paths each of you choose, the most important
things are for you to have healthy, happy, and satisfying lives.
(Emphasis supplied).
Mrs. Olson attached a four-page narrative to share with her nephews
the life choices that she and her husband had made, their hard work, their
decision to live a modest lifestyle, and the real estate investments that led
to their financial success.
The Woodwards each received a copy of the Incentive Program within a
week of November 27, 1991.
Robert was 20 years old, and he had already completed his freshman
year of college in 1990 when he received his copy of the Incentive Program.
He thanked the Olsons either by phone or with a thank-you note. Robert
did not recall any discussions with the Olsons regarding the Incentive
Program. There was no discussion with them regarding lending them
money. Robert completed his sophomore year in 1992, his junior year in
1993, and his senior year in 1997.
Although the Olsons owned much real estate, Robert did not think they
“were financially able to actually send money” during that period of time,
so he did not want to make demands based upon the Incentive Program.
Robert never viewed the Incentive Program as a loan to the Olsons. He
considered the Incentive Program as something that the aunt did for the
brothers “out of the kindness of her heart” and “as a way of connecting
with [the brothers],” and “among many other ways,” to “let [them] know
that she loved [them].”
In 1994, Mrs. Olson sent Robert and each of the brothers two
spreadsheets that were to go with the Incentive Program. Spreadsheet #1
is one page long. The title of the spreadsheet is “Woodward Nephews’
College/Savings Incentive Program.” The subheading of the spreadsheet
is as follows:
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AMORTIZATION TABLE
SHOWING GIFTS TO WOODWARD NEPHEWS AND THE POTENTIAL
GROWTH OVER 4 YEARS
(IF LENT BACK TO US AT 10% INTEREST – COMPOUNDED MONTHLY)
(Emphasis supplied).
This spreadsheet shows the gifts after each year of college, the interest
that could be earned based on a compound interest rate of 10%, the
amount of accumulated principal and interest, and the 25% bonus after
saving for one year. The spreadsheet shows an ending balance of
$14,851.82 at the end of four years. There are a few notes at the end of
the document. Note 3 states that “If nephews gradually add $7,000
(matching our gifts over 4 years): their balance will have grown to:
$29,703.64.”
While spreadsheet #2 has the same heading as spreadsheet #1, except
for the number designation, the subheading is different and is as follows:
SHOWING GIFTS TO WOODWARD NEPHEWS AND THE POTENTIAL GROWTH IF
ALLOWED TO ACCUMULATE UP TO 50 YEARS
(IF KEPT INVESTED AT 10% INTEREST – COMPOUNDED MONTHLY)
The spreadsheet shows an accumulated principal and interest of
$1,449,627.01 at the end of 50 years. Contrary to what the Incentive
Program indicates, there was no spreadsheet #3 in the spreadsheet packet.
The Woodwards were never given any money under the Incentive
Program. Neither brother ever approached the Olsons about not being
paid.
Robert and his family received gifts from their aunt from time to time.
For example, he received a card with a check on his birthday every year.
The check would be one dollar for each year he had been alive.
Robert saw the Olsons a few times after 1991, including a visit in May
2015 shortly after his uncle passed away and a 2016 cruise with his aunt.
The last gift Robert received from his aunt was a $14,000 check in
2016. The same amount was given to each of his three brothers.
John was about 14 or 15 years old and had not yet enrolled in college
when he received the Incentive Program in the mail. He contacted the
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Olsons and thanked them for the Incentive Program after receiving it in
the mail. That was the only conversation he had with them regarding the
Incentive Program. He told them that he “understood the message, the
encouraging aspect to save,” and he informed them that he wanted to fully
participate in the program. After this 1991 conversation, John never
spoke with the Olsons about the Incentive Program.
John considered that he had loaned the Olsons monies under the
Incentive Program based upon the 1991 conversation. When he received
the spreadsheet packet from his aunt in 1994, John took it as a
confirmation that she understood that he had accepted paragraph 4 of the
Incentive Program and that the monies would grow.
John completed his freshman, sophomore, and junior years in 1996,
1997, and 1998 respectively. He graduated from college in 2005.
In 1993, Mrs. Olson executed a last will and testament. Item III B of
the will devised $20,000 to be divided among the Woodward brothers. Her
will acknowledged the Incentive Program, which was given to “encourage
them to finish college and to save,” and it would be funded by her Estate.
In 2014, Mrs. Olson revoked the 1993 will. She executed a last will and
testament in June 2015, which was admitted to probate after she passed
away in March 2018. The 2015 will made no references to the Incentive
Program.
After their aunt’s death, each Woodward brother filed a statement of
claim with the Estate. The Estate objected to the brothers’ claims. They
filed a breach of contract complaint against the Estate, which was later
amended.
At the summary judgment hearing, the Woodwards’ theory of their case
was that: (1) they loaned funds back to the Olsons under paragraph 4 of
the Incentive Program, even though no funds had ever been given under
Paragraph 1; (2) the monies would stay with Mrs. Olson; (3) the funds
would accrue interest at ten percent per year; (4) they could keep the
monies with Mrs. Olson in perpetuity; and (5) they could collect the monies
with interest whenever they wanted. As indicated, the trial judge granted
the Estate’s renewed motion for summary judgment, holding that the
statute of limitations barred the claims.
The Statute of Limitations Barred the Woodwards’ Claims
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Section 95.11 of the Florida Statutes provides for a five-year statute of
limitations for “[a] legal or equitable action on a contract.” § 95.11(2)(b),
Fla. Stat. (2018). “[A] cause of action for breach of contract accrues at the
time of the breach.” Access Ins. Planners, Inc. v. Gee, 175 So. 3d 921, 924
(Fla. 4th DCA 2015). “[I]n the case of debts payable by installments, the
statute of limitations runs against each installment from the day it
becomes due.” Bishop v. State, Div. of Ret., 413 So. 2d 776, 778 (Fla. 1st
DCA 1982).
Here, the right to the incentive money automatically vested upon the
brothers’ completion of each year of college. The statute of limitations for
each incentive installment accrued upon Robert and John’s completion of
each year of school as follows:
Robert John
Completion SOL Expired Completion SOL Expired
Freshman 1990 1995 1996 2001
Sophomore 1992 1997 1997 2002
Junior 1993 1998 1998 2003
Senior 1997 2002 2005 2010
The Woodwards did not bring an action against the Olsons until 2018,
after the five-year statute of limitations had expired for each installment
of the incentive money. For each installment, the right to obtain it vested
when each Woodward completed a year of college. See Isaacs v. Deutsch,
80 So. 2d 657, 658 (Fla. 1955) (stating that “in a case such as this, as in
the case of an obligation payable by instalments, the statute of limitations
runs against each instalment from the time it becomes due; that is, from
the time when an action might be brought to recover it” (quotation and
citation omitted)); Gee, 175 So. 3d at 924 (holding that the employment
contract promising to pay an employee a commission when the insurance
underwriter received a premium was a divisible contract “meaning that the
failure to pay each commission was a separate breach subject to its own .
. . statute of limitations”). Florida law thus holds that the statute of
limitations began to run when each installment was due: upon completion
of each year of college. Because the Woodwards did not file claims until
2018, their actions are barred by the applicable statute of limitations.
The Lend-Back Provision Required the Woodwards to Communicate
a Decision to the Olsons
To avoid the application of the statute of limitations, the Woodwards
argue that the terms of the Incentive Program allowed them to invoke the
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lend-back provision in paragraph 4 of the Incentive Program by an implied
election, that they could leave the money with the Olsons to accrue interest
at 10% until they made a demand for payment, that their aunt did not
breach the Incentive Program during her lifetime, and that the statute of
limitations would begin to run only if the demands for payment were
denied.
The language of the Incentive Program does not support the
Woodwards’ interpretation of it; the Program required them to
communicate a decision on the lend-back option to the Olsons.
“[U]nambiguous [contractual] language is to be given a realistic
interpretation based on the plain, everyday meaning conveyed by the
words,” Kipp v. Kipp, 844 So. 2d 691, 693 (Fla. 4th DCA 2003), and the
contractual language should be “read in the context of the document as a
whole.” Discover Prop. & Cas. Ins. Co. v. Beach Cars of W. Palm, Inc., 929
So. 2d 729, 732 (Fla. 4th DCA 2006). The words in a contract “are the
best possible evidence of the intent and meaning of the contracting
parties.” Jacobs v. Petrino, 351 So. 2d 1036, 1039 (Fla. 4th DCA 1976)
(quoting Wilcox v. Atkins, 213 So. 2d 879 (Fla. 2d DCA 1968)).
“When contractual language is clear and unambiguous, courts cannot
indulge in construction or interpretation of its plain meaning” and impose
on the contractual parties “rights and duties” that the parties elected to
omit. BMW of N. Am., Inc. v. Krathen, 471 So. 2d 585, 587 (Fla. 4th DCA
1985).
The purpose of the Incentive Program was to teach the brothers how to
make wise financial decisions. The Incentive Program contains statements
to encourage the brothers to take charge of their actions and make
thoughtful choices:
Dick and I are offering each of you up to $7,000, and the
opportunity to make that grow to $14,851.82 or $29,703.54
over 4 years, depending on the amount of our commitment
which you choose.
Each year, in order for us to pay you the 25% bonus, it will be
up to you to show us what you have saved for the past year.
If you add any of your own savings . . .
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You can earn whatever you are able to earn on the money,
however if you want to lend part or all of the money back to
us . . .
Life is a series of opportunities and choices and the decisions
are not always easy. What you do with your opportunities and
choices, especially while you are young, will have a great effect
on what you will be able to do later on.
Success takes planning and hard work. It does not happen
accidently nor does it come over night.
The decisions as to how much of these opportunities you
choose to take advantage of is individually up to each of you.
Which ever paths each of you choose, . . .
As the trial court recognized, the Incentive Program does not include
an option to make no choice and, by doing nothing, to trigger Paragraph 4
to lend the vested funds back to the Olsons at 10 percent annual interest,
in perpetuity, until a demand is made. It is unreasonable to read the
Incentive Program as allowing the Woodwards to make an implied election
of the lend-back provision. The Incentive Program required them to
communicate a decision to the Olsons.
Paragraph 1 of the Incentive Program states that the Olsons would
“give” the Woodwards incentive funds “[f]ollowing your completion of each
year of college.” Paragraph 4 of the Incentive Program would have
permitted Robert and John to “lend part or all of the money back to” the
Olsons, but they could not do so before they had earned the right to receive
the funds pursuant to Paragraph 1. Thus, aside from any issue arising
from his age, John could not invoke the lend-back option as a teenager
before he started college. It is undisputed that the Woodwards, after they
became entitled to receive funds under the Program, neither discussed the
Incentive Program with their aunt, nor communicated their desire to
invoke the lend-back provision of the Program.
We agree with the Estate that the “stated purpose of the Incentive
Program was to teach the nephews about personal responsibility; and
personal responsibility could not be taught if the Woodwards had no
responsibility to actually make a decision. The Woodwards’ interpretation
of the Incentive Program is directly contrary to what it is expressly meant
to accomplish.” (Answer Br. at 18). As a result, the Woodwards did not
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invoke the lend-back provision under Paragraph 4 of the Incentive
Program.
The Incentive Program Ended One Year After Each Woodward
Brother’s Respective Graduation
Even assuming that the Woodwards had properly triggered the 10
percent lend-back provision, disregarding any argument that the lend-
back provision was limited to four consecutive years, the statute of
limitations would still have barred their claims against the Estate.
The 10 percent lend-back provision was for a limited term. For each
brother, the duration of the Incentive Program ended one year after that
brother’s respective graduation from college. For Robert, the program
ended in 1998; for John, in 2006. Any breach of the lend-back provision
occurred prior to 2006. The 2018 lawsuit came well after the limitation
periods had expired.
Under the Paragraph 4 lend-back provision, the brothers could “lend
part or all of the money back” to the Olsons. The Incentive Program, in
relevant parts, provides:
Dick and I are offering each of you up to $7,000, and the
opportunity to make that grow to $14,851.82 or $29,703.54
over 4 years, depending on the amount of our commitment
which you choose.
If you take full advantage of what we are offering, . . . you can
accumulate $14,851.82 by the end of one year after you
have finished college. . . . Of course if you add any of your
own money, . . . each of you can have $29,703.64.
Careful and conservative when it came to money, the Olsons were not
offering to fund a potential return of $1,000,000 for each brother. The
Incentive Program did not state that the Olsons were allowing the
Woodwards to park funds with them for 50 years at 10% compounded
interest.
The two spreadsheets themselves confirm that the lend-back option
was for a limited term.
Consistent with the language about the Incentive Program quoted
above, Spreadsheet #1 shows a balance of $14,851.82 at the end of four
years and, in a footnote, indicates a balance of $29,703.64 if matching
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funds were received from the Woodwards. The subheading of the
spreadsheet specifies that the calculation is based on if the incentive
money is “LENT BACK TO [the Olsons] AT 10% INTEREST—
COMPOUNDED MONTHLY.”
Unlike Spreadsheet #1, Spreadsheet #2 is not tethered to the language
of the Incentive Program and is illustrative only, showing the amount of
potential growth from four years through 50 years. Nothing in
Spreadsheet #2 suggests that the Olsons would continue to hold the funds
as a loan after year four.
Even had the brothers availed themselves of the lend-back option, the
2018 lawsuit was filed well after the applicable statute of limitations had
run.
Affirmed.
LEVINE, C.J., and KLINGENSMITH, J., concur.
* * *
Not final until disposition of timely filed motion for rehearing.
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