MARLIN YACHT MFG., INC. and GIUSEPPE GISMONDI v. ALEX NICHOLS and AQUA AERO ENTERPRISES, INC. , 254 So. 3d 1022 ( 2018 )

DISTRICT COURT OF APPEAL OF THE STATE OF FLORIDA
FOURTH DISTRICT
MARLIN YACHT MFG., INC., and GIUSEPPE GISMONDI,
Appellants,
v.
ALEX NICHOLS and AQUA AERO ENTERPRISES, INC.,
Appellees.
No. 4D17-2434
[September 12, 2018]
Appeal from the Circuit Court for the Seventeenth Judicial Circuit,
Broward County; Barbara McCarthy, Judge; L.T. Case No. CACE 10-
38110.
Jonathan R. Kaplan of Jonathan R. Kaplan, LLC, West Palm Beach, for
appellants.
Justin S. Fiorilli of Fiorilli Law Group, P.A., Fort Lauderdale, for
appellees.
HARPER, BRADLEY, Associate Judge.
Appellants Marlin Yacht Manufacturing, Inc. and Giuseppe Gismondi
(collectively, “the manufacturer”) challenge the portion of the trial court’s
final judgment awarding money damages in the amount of $170,000.00 to
Appellees Alex Nichols and Aqua Aero Enterprises, Inc. (collectively, “the
owner”). The trial court erred in awarding money damages for breach of a
settlement agreement before incorporating the settlement terms into a
final judgment, dismissing the underlying lawsuit, and conducting a
separate enforcement hearing. We reverse.
In 2010, the owner hired the manufacturer to construct a sport fishing
vessel. The manufacturer started construction of the vessel but did not
finish.
The owner filed a lawsuit against the manufacturer alleging, among
other things, a cause of action for breach of contract. The lawsuit also
alleged a cause of action for breach of license agreement, declaratory
judgment, tortious interference with business relationships, equitable
accounting, and unfair and deceptive trade practices.
On September 17, 2011, during the pendency of the lawsuit, the owner
and the manufacturer, pro se, entered in a settlement agreement entitled
“purchase agreement” (“2011 Settlement Agreement”). The terms of the
2011 Settlement Agreement are as follows:
[I]t is agreed that [the manufacturer] will purchase from
[the owner] an existing semi-complete 42’ vessel
currently located at New River Marina as is/where is.
Purchase price is: $200,000 payable as follows – 10%
non-refundable deposit ($20,000) due by October 15th,
2011. Balance ($180,000) due on or before December
31st, 2011. Vessel to remain at New River Marina until
this agreement is paid in full.
[The owner] agrees to return the Phasor 8kW generator
to [the manufacturer].
Volvo Penta IPS600 diesel engines are specifically not
part of this agreement.
In the event [the manufacturer] manufactures additional
boats from existing molds owned by [the owner] it is
agreed a $15,000 royalty payment per boat is due.
Royalty payment is due upon boat being released from
mold.
In January 2012, the parties amended the 2011 Settlement Agreement.
The amendment provided, in relevant part, as follows:
[The owner] agree[s] that upon receipt from [the
manufacturer] of an additional non-refundable deposit in
the amount of $10,000.00 on or before 1/05/2012 [the
owner] will extend to [the manufacturer] until 2/29/2012
all terms and conditions as outlined in our agreement
dated 9/17/2011. This will supersede Choice 1 in [the
owner’s] letter to [the manufacturer] dated 12/28/2011.
The manufacturer paid a total of $30,000.00 in non-refundable
deposits but did not complete the purchase. For reasons not explained by
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the record, the parties litigated for five additional years after entering into
the 2011 Settlement Agreement.
In 2017, in an effort to end the litigation, the parties moved the trial
court to enter a final judgment incorporating the terms of the 2011
Settlement Agreement. Additionally, the owner moved the trial court to
enter a judgment for money damages in its favor.
The trial court entered a final judgment incorporating the terms of the
2011 Settlement Agreement and, over the manufacturer’s objection,
simultaneously entered a final judgment of $170,000.00 in favor of the
owner for breach of the settlement agreement.
The manufacturer argues that the trial court erred in awarding money
damages because the trial court did not have jurisdiction to enforce the
2011 Settlement Agreement, and because the terms of the 2011
Settlement Agreement did not support a money damages award. The
owner argues that it is entitled to a judgment for money damages against
the manufacturer according to the express terms of the settlement
agreement.
Questions regarding the trial court’s jurisdiction are reviewed de novo.
Sanchez v. Fernandez, 915 So. 2d 192, 192 (Fla. 4th DCA 2005). Likewise,
settlement agreements are interpreted like a contract and reviewed de
novo. Barone v. Rogers, 930 So. 2d 761, 764 (Fla. 4th DCA 2006).
As an initial matter, we conclude that the trial court had jurisdiction to
incorporate the terms of the settlement agreement into a final judgment
and to enforce the terms of the settlement agreement. See Paulucci v. Gen.
Dynamics Corp., 842 So. 2d 797, 803 (Fla. 2003) (court has continuing
jurisdiction to enforce the terms of the settlement agreement when the
court incorporates the settlement agreement into a final judgment and
retains jurisdiction to enforce its terms, even if the terms are outside the
scope of the remedy sought in the original pleadings).
Having decided that the trial court had jurisdiction to incorporate the
terms of the settlement agreement into a final judgment and to enforce the
terms of the settlement agreement, we next determine whether the trial
court erred in entering a money judgment against the manufacturer
without a separate enforcement hearing.
The manufacturer agrees that its intent in entering into the settlement
agreement was to end the lawsuit. Therefore, the trial court should have
entered a judgment incorporating the terms of the settlement agreement
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and dismissed the lawsuit. See generally Spiegel v. H. Allen Holmes, Inc.,
834 So. 2d 295, 297 (Fla. 4th DCA 2002) (Florida law has long favored
settlement agreements as a means to conserve judicial resources).
However, the manufacturer should have been afforded a separate
enforcement hearing after the lawsuit had been dismissed. See generally
Paulucci, 842 So. 2d at 801-03. A separate enforcement hearing under
these circumstances is appropriate because the incorporation of the
settlement terms into a judgment ends the litigation and limits the scope
of the trial court’s jurisdiction. Id. at 803 (“[T]he extent of the court’s
continuing jurisdiction to enforce the terms of the settlement agreement is
circumscribed by the terms of that agreement.”) Thus, the trial court
should have incorporated the settlement terms into the final judgment and
dismissed the lawsuit before determining whether the settlement terms
had been breached. See generally Brinkley v. Coty. of Flagler, 769 So. 2d
468 (Fla. 5th DCA 2000).
Finally, we are unconvinced by the manufacturer’s argument that the
owner, on remand, must file a separate action to enforce any breach of the
settlement agreement. A separate action is necessary only if the owner
seeks general damages not specified in the settlement agreement. See
Paulucci, 842 So. 2d at 801-03 (“[I]f a party is claiming a breach of the
[settlement] agreement and is seeking general damages not specified in the
agreement, the appropriate action would be to file a separate
lawsuit.”). Seeking performance of a settlement term requiring a non-
contingent payment is not the same as seeking general damages not
specified in the settlement agreement. See MCR Funding v. CMG Funding
Corp., 771 So. 2d 32, 36-37 (Fla. 4th DCA 2000) (affirming trial court’s
money judgment award against a party who failed to comply with a non-
contingent settlement term requiring the payment of $150,000.00).
Accordingly, we reverse the trial court’s judgment for money damages
against the manufacturer and remand this case to the trial court to hold
a separate settlement enforcement hearing after the underlying lawsuit
has been dismissed pursuant to the 2011 Settlement Agreement.
Reversed and remanded with directions.
MAY and CIKLIN, JJ., concur.
* * *
Not final until disposition of timely filed motion for rehearing.
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