Hunters Run Property Owners Association, Inc. v. Centerline Real Estate, LLC

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[DO NOT PUBLISH]
In the
United States Court of Appeals
For the Eleventh Circuit
____________________
No. 20-11800
____________________
HUNTERS RUN PROPERTY OWNERS ASSOCIATION, INC.,
a Florida Not for Profit Corporation,
Plaintiff-Counter Defendant-Appellee,
versus
CENTERLINE REAL ESTATE, LLC,
Defendant-Counter Claimant-Third Party Plaintiff-Appellant,
STRATFORD AT HUNTERS RUN CONDOMINIUM
ASSOCIATION, INC.,
Third Party Defendant.
____________________
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2 Opinion of the Court 20-11800
Appeal from the United States District Court
for the Southern District of Florida
D.C. Docket No. 9:18-cv-80407-BER
____________________
Before ROSENBAUM and LUCK, Circuit Judges. *
LUCK, Circuit Judge:
Centerline Real Estate, LLC, appeals the district court’s
judgment, following a bench trial, for Hunters Run Property Own-
ers Association, Inc., on the association’s contract and statutory
claims for unpaid fees and declaratory relief relating to Centerline’s
mandatory membership in the community country club. Center-
line argues that (1) it was prejudiced by the district court’s damages
award because the association had previously said it wasn’t seeking
monetary damages; (2) there was insufficient evidence to support
the amount of monetary damages; and (3) the condo declaration
didn’t allow the association to hold Centerline personally liable for
the unpaid fees. We affirm.
I. FACTUAL BACKGROUND AND PROCEDURAL
HISTORY
The Hunters Run Property Owners Association is the home-
owners’ association for Hunters Run, a Boynton Beach housing de-
velopment, and it operates under the Florida Homeowners’
*
This opinion is being entered by a quorum pursuant to 28 U.S.C. § 46(d).
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20-11800 Opinion of the Court 3
Association Act. See Fla. Stat. § 720.301 et seq. The properties in
the community are subject to a recorded declaration of “Cove-
nants, Restrictions[,] and Easements.” A 1999 amendment to the
declaration requires all new property owners to become members
of the community country club. A series of bylaws further sets
forth the relationship between the association and its members.
Centerline purchased four units in Hunters Run in the sum-
mer of 2017. After Centerline bought its units, the association sent
it a membership packet informing Centerline that the declaration
required it to purchase four country club memberships that to-
gether cost roughly $280,000. Centerline objected and refused to
purchase memberships or pay membership fees.
In 2018, the association filed a one-count complaint in Flor-
ida state court, pursuant to the declaration and Florida Statute sec-
tion 720.305. 1 It alleged that Centerline had breached the declara-
tion and sought an injunction requiring Centerline to (1) comply
1
This section provides:
Each member and the member’s tenants, guests, and invitees,
and each association, are governed by, and must comply with,
this chapter, the governing documents of the community, and
the rules of the association. Actions at law or in equity, or
both, to redress alleged failure or refusal to comply with these
provisions may be brought by the association or by any mem-
ber against . . . [a] member . . . .
Fla. Stat. § 720.305(1)(b).
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4 Opinion of the Court 20-11800
with the declaration, (2) apply for country club membership and
pay the club fees for each property it owned, and (3) maintain club
membership in good standing. Centerline removed the case to fed-
eral court and asserted several counterclaims for damages and de-
claratory relief.
A. Pretrial Motions
After discovery ended, both parties moved for summary
judgment. Centerline argued it (1) wasn’t required to apply for
country club membership and (2) couldn’t be contractually re-
quired to “pay the requisite fees” because the declaration didn’t al-
low the association to hold property owners personally liable for
unpaid fees. Centerline mainly relied on article VII, section 2 of the
declaration, which provided “that no [o]wner . . . shall have any
personal liability under or in connection with th[e] [d]eclaration”
and limited owners’ liability under the declaration to their property
interests in Hunters Run.
The association responded that the declaration was enforce-
able and required Centerline to become a country club member.
The association contended that whether Centerline could be per-
sonally liable under the declaration was unripe because it was “not
seeking monetary relief” at that time.
The district court denied Centerline’s summary judgment
motion entirely and granted summary judgment in part to the as-
sociation as to Centerline’s counterclaim for a declaratory judg-
ment voiding the declaration’s country club membership
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20-11800 Opinion of the Court 5
requirement. The district court concluded that “[c]lub member-
ship [was] appurtenant to holding title to a residential unit in Hunt-
ers Run,” so, “[b]y operation of [the declaration and bylaws], Cen-
terline [was] already a ‘member of [the] Count[r]y Club.’” The dis-
trict court also concluded that the declaration allowed the associa-
tion to hold Centerline personally liable for unpaid fees because the
declaration’s protection against owners’ personal liability didn’t ap-
ply to actions brought by the association.
After the district court ruled on the cross-motions for sum-
mary judgment, the association moved for a declaratory judgment
under Federal Rule of Civil Procedure 54(c). It asked for a declara-
tion that the membership requirement was enforceable against
Centerline, “in addition to a permanent injunction or a money
judgment for damages.” Centerline opposed the motion, arguing
that it would be prejudiced by a declaratory judgment because the
request was made “on the eve of trial” after the association only
requested injunctive relief in the complaint. But the district court
ruled that because the association had brought a claim under Flor-
ida Statute section 720.305, it could seek at trial any remedy per-
mitted under the statute—including declaratory relief.
B. Bench Trial
Two days before the bench trial, the parties filed a joint stip-
ulation that said the association sought approximately $500,000 in
various damages related to Centerline’s country club member-
ships. The damages calculation included membership fees,
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6 Opinion of the Court 20-11800
maintenance fees, various assessments, late fees, and interest for all
of Centerline’s properties. In its trial brief, Centerline argued it was
“unfairly prejudiced” by the association’s damages request because
its trial preparation had been focused only on the injunctive relief
the association had sought in its complaint. Centerline alterna-
tively requested a continuance “so that it [could] prepare for a trial
that include[d] a claim for declaratory relief.”
Before opening statements on the first day of trial, the dis-
trict court ruled that the association could seek money damages
because damages were “embedded” in the association’s request for
an injunction “since day one,” and money damages were author-
ized under Florida Statute section 720.305. But, to avoid any prej-
udice, the district court postponed the second day of trial by forty-
five days so Centerline could adequately prepare its defense to the
association’s damages claim.
At trial, the association introduced invoices showing the
amount of fees Centerline owed. Centerline objected because the
invoices hadn’t been produced during discovery and it was “ex-
pressly told [the association was] not assessing damages.” The as-
sociation conceded that it hadn’t produced the invoices during dis-
covery, but it argued that they were “mailed directly to Centerline”
so it didn’t need to disclose them. The district court found that the
invoices “should have been disclosed . . . under Rule 26(a)(1)(iii)”
and initially excluded them, but said the association could move
again later to admit the invoices after Centerline had the oppor-
tunity to examine them. At the end of the first day of trial, the
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district court directed the parties to confer about whether Center-
line was entitled to any additional discovery materials related to
money damages.
After the association rested its case on the injunction, Cen-
terline moved for a directed verdict. The district court denied Cen-
terline’s motion. Fifty-four days later, on the second day of trial,
Centerline renewed its directed verdict motion and its objection to
the association’s request for damages and declaratory relief. The
district court took the directed verdict motion under advisement
and overruled the objection to the damages and declaratory relief
request because “Rule 54 require[d] [the court] to at least allow [the
association] to ask for that remedy based upon the claim they as-
serted.”
At the bench trial’s conclusion, the district court granted
judgment for the association and found that Centerline had vio-
lated section 720.305 by failing to pay its country club fees. The
district court also found that Centerline wasn’t unduly prejudiced
by the association’s request for declaratory relief and monetary
damages under Rule 54(c). Although the association hadn’t “dis-
close[d] its damages calculation until” the joint pretrial stipulation
two days before trial or “the underlying documents until the first
day of trial,” any prejudice to Centerline had dissipated in the forty-
five-day recess between the first and second days of trial, when
Centerline could seek additional discovery and prepare evidence
and arguments opposing damages or declaratory relief. The dis-
trict court (1) entered a declaratory judgment that the declaration
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8 Opinion of the Court 20-11800
was enforceable against Centerline and (2) awarded the association
$391,344.94 in damages. 2 Centerline timely appealed.
II. STANDARD OF REVIEW
On an appeal from a judgment in a bench trial, we review
de novo the district court’s conclusions of law and its application
of the law to the facts. U.S. Commodity Futures Trading Comm’n
v. S. Tr. Metals, Inc., 894 F.3d 1313, 1322 (11th Cir. 2018). “The
district court’s findings of fact, on the other hand, are evaluated un-
der the clear-error standard. We will not find clear error unless our
review of the record leaves us with the definite and firm conviction
that a mistake has been committed.” Id. (internal quotation marks
and citation omitted). When reviewing for clear error, we “draw[]
all inferences in favor of the district court’s decision.” Fla. Int’l
Univ. Bd. of Trs. v. Fla. Nat’l Univ., Inc., 830 F.3d 1242, 1253 (11th
Cir. 2016).
III. DISCUSSION
Centerline makes three main arguments. First, it argues that
the district court abused its discretion by allowing the association
to seek damages under rule 54(c). Second, Centerline contends
that the evidence and the district court’s factual findings were
2
The district court found that the association wasn’t entitled to all of the dam-
ages it had requested because some of those damages weren’t “directly related
to club membership,” and Centerline had sold one of its properties before trial.
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20-11800 Opinion of the Court 9
insufficient to support the damages award. 3 Third, Centerline as-
serts that the declaration didn’t allow it to be held personally liable.
We address each argument in turn.
A. Rule 54(c)
Rule 54(c) provides that, except for a default judgment,
“[e]very other final judgment should grant the relief to which each
party is entitled, even if the party has not demanded that relief in
its pleadings.” Fed. R. Civ. P. 54(c). “A party may be awarded the
damages established by the pleadings or the facts proven at trial
even though only injunctive relief was demanded in the com-
plaint, . . . unless the failure to demand such relief prejudiced the
opposing party.” Sapp v. Renfroe, 511 F.2d 172, 176 n.3 (5th Cir.
1975); see also Albemarle Paper Co. v. Moody, 422 U.S. 405, 424
(1975) (holding that, under rule 54(c), “a party may not be ‘entitled’
to relief if its conduct of the cause has improperly and substantially
prejudiced the other party”). “Whether the petitioners were in fact
prejudiced, and whether the respondents’ trial conduct was excus-
able” are factual findings subject to clear error review. Moody, 422
U.S. at 424. We review for abuse of discretion whether the district
3
Centerline also argues that the district court should have granted its motion
for a directed verdict and not considered damages at all. But, “[d]irected ver-
dicts apply only in civil jury trials,” not bench trials. Falanga v. State Bar of
Ga., 150 F.3d 1333, 1338 n.12 (11th Cir. 1998). Even if the district court could
have construed Centerline’s motion as seeking a judgment on partial findings
under Rule 52(c), the district court didn’t err in denying the motion for the
reasons we discuss below.
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10 Opinion of the Court 20-11800
court properly granted relief under rule 54(c), “in light of the cir-
cumstances peculiar to the case.” Id.We see no clear error in the district court’s finding that Cen-
terline wasn’t prejudiced by the damages request. The request
came as no surprise, and Centerline was granted forty-five addi-
tional days to conduct damages discovery.
Centerline’s argument that the association’s damages re-
quest “goes beyond the pleaded claim and theory” does not hold
up. The issue of the “requisite fees” owed by Centerline had al-
ready been raised by and flowed directly from the association’s
pleadings—indeed, the whole litigation was about requiring Cen-
terline to fulfill its membership obligation and pay the country club
fees to become a member in good standing.
From the beginning, Centerline knew the association could
ask for monetary damages. The association’s claim was under Flor-
ida Statute section 720.305, which allows for “[a]ctions at law or in
equity, or both.” Fla. Stat. § 720.305(1)(b). As the district court
found, monetary damages were “embedded in [the association’s]
injunction . . . since day one.” The civil cover sheet to the associa-
tion’s complaint said that the “remedies sought” included “mone-
tary” relief. The complaint sought an injunction requiring Center-
line to “pay the requisite fees” attendant to membership and “main-
tain club membership.” And the declaration and bylaws (each at-
tached to the complaint) made clear that, to maintain country club
membership, property owners had to pay fees and assessments.
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The association’s discovery disclosures also said that it might seek
supplemental relief to reduce equitable relief to damages.
Nor should Centerline have been surprised at the amount of
damages the association requested. Long before litigation, Center-
line had received the association’s invoices that supported its claim
for damages. And when Centerline removed the case to federal
court based on diversity, it estimated that the amount in contro-
versy approximated $300,000 because the association sought an in-
junction for “Centerline to pay the ‘requisite fees of membership’
for four . . . properties.” In other words, by the time the association
filed its pretrial stipulation asking the district court to determine
“damages,” and setting out a specific amount requested, it was
clear that damages were on the table.
Any lingering prejudice was cured by the forty-five-day re-
cess after the first day of trial. The district court explicitly gave
Centerline notice of the damages request and amount, then gave it
time to conduct discovery and prepare a defense to the damages
theory. As the district court explained, the recess permitted Cen-
terline time “introduce evidence and argue fully its opposition to
monetary damages and declaratory relief.” On the second day of
trial, Centerline had a full opportunity to contest the damages and
declaratory relief.
Centerline raises two arguments for why it was prejudiced
by the damages request—neither convincing. First, Centerline ar-
gues that the association “thwarted” and “stonewalled” its midtrial
damages discovery, so it remained prejudiced by the damages
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request. But Centerline hasn’t explained how the association
thwarted and stonewalled Centerline’s ability to defend itself. Cen-
terline never asked the district court for another continuance, for
an extended recess, or to compel the association to provide addi-
tional discovery materials. Cf. United States v. Kubiak, 704 F.2d
1545, 1552 (11th Cir. 1983) (rejecting “the prejudice now com-
plained of by the appellant” when the appellant had “never asked
for a recess, let alone a continuance . . . [but] simply acquiesced in
the continuation of the trial”); Almeida v. Amazon.com, Inc., 456
F.3d 1316, 1327 n.6 (11th Cir. 2006) (holding that because the plain-
tiff “could have moved the court for a continuance in order to con-
duct additional discovery” her failure to do so “indicat[ed] her po-
sition that the record was sufficient”). Centerline’s only request
after the forty-five day hiatus was for the district court to reconsider
its declaratory judgment order and deny monetary relief alto-
gether.
Second, Centerline contends that International Harvester
Credit Corp. v. East Coast Truck, 547 F.2d 888 (5th Cir. 1977), com-
pels reversal. There, East Coast sued Harvester for breach of con-
tract, and Harvester counterclaimed for damages. Int’l Harvester,
547 F.2d at 889. The district court found in Harvester’s favor, but
it ordered the contract rescinded instead of awarding damages. Id.
at 889. The district court’s rescission award was vacated on appeal
because East Coast’s complaint hadn’t asked for rescission, and
East Coast had disclaimed seeking rescission in a pretrial confer-
ence. Id. at 890. On that basis, International Harvester found the
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district court couldn’t grant rescission under Rule 54(c) because
“Harvester was prejudiced by East Coast’s failure to seek rescission
in its complaint.” Id. at 891.
Here, unlike in International Harvester, the district court
found that Centerline was not prejudiced by the association’s dam-
ages request, and the question for us is whether that finding was
clearly erroneous. It wasn’t because damages were (1) implicit in
the complaint’s request for an injunction compelling the payment
of country club fees, (2) expressly permitted under the statute, and
(3) explicitly raised before trial, after which the district court pro-
vided Centerline ample time to prepare to litigate the issue.
“[D]rawing all inferences in favor of the district court’s decision,”
Fla. Int’l, 830 F.3d at 1253, we’re not left with a “definite and firm
conviction that” the district court wrongly found that Centerline
wasn’t prejudiced, S. Tr. Metals, 894 F.3d at 1322. Because Center-
line wasn’t prejudiced, the district court didn’t abuse its discretion
by allowing the association to seek damages under rule 54(c).
B. Damages Calculation
Next, Centerline argues that even if damages were appropri-
ate, the trial evidence didn’t support the amount the district court
awarded. Specifically, Centerline contends that (1) the invoices
shouldn’t have been admitted because of the association’s discov-
ery violations; (2) the evidence was insufficient to support the
award; and (3) the district court’s factual findings were deficient.
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14 Opinion of the Court 20-11800
1. The district court didn’t abuse its discretion by admitting the in-
voices.
We begin with the district court’s decision to admit the in-
voices showing the amounts Centerline owed the association. “A
district court’s evidentiary rulings,” including the admission or ex-
clusion of evidence under Rule 37, “are reviewed for abuse of dis-
cretion.” Goodman-Gable-Gould Co. v. Tiara Condo. Ass’n, Inc.,
595 F.3d 1203, 1210 (11th Cir. 2010). We review the district court’s
harmlessness finding only for clear error. See Taylor v. Mentor
Worldwide LLC, 940 F.3d 582, 593 (11th Cir. 2019). Because the
district court didn’t clearly err in finding that admission of the in-
voices was harmless, the district court didn’t abuse its discretion in
admitting them.
Rule 26 provides that, unless otherwise exempted, “[a] party
must, without awaiting a discovery request, provide . . . a compu-
tation of each category of damages claimed” and “must also make
available . . . the documents or other evidentiary material . . . on
which each computation is based.” Fed. R. Civ. P. 26(a)(1)(A)(iii).
And Rule 37 prevents a party from introducing at trial any infor-
mation it failed to disclose in violation of Rule 26, “unless the fail-
ure was substantially justified or is harmless.” Id. R. 37(c)(1).
The association produced the invoices showing the amounts
owed on the eve of trial—after the discovery deadline. The district
court eventually admitted the invoices on the second day of trial,
after it had given Centerline the opportunity to “review them and
analyze them” during the forty-five day recess. The district court
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found that any Rule 26 violation was “cured” because the recess
mitigated any prejudice and gave Centerline the opportunity to
conduct additional discovery—which it did—to prepare its defense
to the damages request.
The district court didn’t clearly err in determining that any
Rule 26 violation was harmless. Centerline had the invoices well
before the lawsuit was filed. Cf. Taylor, 940 F.3d at 607 (Tjoflat, J.,
dissenting) (“‘[H]armlessness’ involves an honest mistake on the
part of a party coupled with sufficient knowledge on the part of the
other party.” (quotation omitted)). And there was no evidence sug-
gesting the association’s nondisclosure during discovery was inten-
tional or a litigation tactic to unfairly deprive Centerline of the op-
portunity to prepare its defense. See id. at 606–07; Adolph Coors
Co. v. Movement Against Racism & the Klan, 777 F.2d 1538, 1542
(11th Cir. 1985) (observing that discovery sanctions may be im-
posed to “punish those guilty of willful bad faith and callous disre-
gard of court directives”). Because Centerline had a full and fair
opportunity to present its defense to the association’s damages
claim—including the opportunity for additional discovery and to
present additional defenses—it wasn’t clearly erroneous for the dis-
trict court to find that admitting the invoices was harmless. 4 And
4
Centerline alternatively argues that the district court abused its discretion by
delaying the trial so that the association could introduce the invoices because
they were “irrelevant toward any injunction claim.” But when the district
court delayed the trial, it had already decided that the association could seek
declaratory relief or any other remedy “available under [Florida Statute
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16 Opinion of the Court 20-11800
because the late discovery was harmless, the district court did not
abuse its discretion by admitting the invoices.
2. The evidence was sufficient to support the damages award.
Because the district court didn’t abuse its discretion by ad-
mitting the invoices, Centerline’s argument that there was insuffi-
cient evidence supporting the damages award also fails.
At trial, the association introduced testimony from its chief
financial officer, Stefan Hagedorn. Mr. Hagedorn testified that he
“supervised” the preparation of the invoices and explained the fac-
tual basis for them. Mr. Hagedorn then described each line item
on the invoices. He explained that Centerline was only charged
fees for a social membership in the country club—the “default” and
“least expensive” membership. He testified Centerline owed
$508,975.16 in unpaid fees, consisting of “the membership initia-
tion fee,” “prorated dues,” and “prorated assessments.” The in-
voices themselves also provided substantial evidence supporting
the district court’s damages award. Each invoice explained, line-
by-line, the dues and assessments that Centerline owed.
When the district court calculated the association’s dam-
ages, it expressly considered the invoices, the declaration, and Mr.
Hagedorn’s testimony. And it didn’t just accept the invoices at face
section] 720.305(1).” The invoices were relevant because section 720.305 al-
lowed the association to enforce the “governing documents of the commu-
nity”—i.e., the declaration and bylaws—including any fees those documents
imposed.
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value; rather, the district court considered each fee and charge as-
sessed and determined whether the association was entitled to
them. The district court explained that, consistent with the bylaws,
Centerline had to pay only one initiation fee and was “entitled to a
credit” for a portion of the membership fee assessed on a unit that
Centerline sold while this case was pending. The district court also
declined to award damages for the fees and assessments not tied to
country club membership because the “entire case” was about
“whether Centerline [was] . . . a member of the country club and
(if so) what it must pay as a consequence of that status.” Together,
the declaration, Mr. Hagedorn’s testimony, and the invoices pro-
vided sufficient evidence for the district court’s damages award.
3. The district court’s factual findings support its damages award.
Centerline alternatively argues that, even if the evidence
were sufficient to properly calculate damages, the district court still
needed to (but didn’t) determine what type of “member” Center-
line was because the country club offered various memberships at
different prices.
After a bench trial, a district court is required to “find the
facts specially and state its conclusions of law separately.” Fed. R.
Civ. P. 52(a)(1). To meet this requirement, a district court must
“find the facts with enough specificity for a reviewing court to iden-
tify the factual findings upon which the court’s legal conclusions
are based.” Stock Equip. Co., a Unit of Gen. Signal Corp. v. Tenn.
Valley Auth., 906 F.2d 583, 592 (11th Cir. 1990). But “the judge
need only make brief, definite, pertinent findings and conclusions
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18 Opinion of the Court 20-11800
upon the contested matters; there is no necessity for over-elabora-
tion of detail or particularization of facts.” Id. That’s because “[w]e
presume that the judge considers all of the evidence, and relies on
so much of it as supports the finding and rejects what does not sup-
port the finding, unless the judge states otherwise.” Id. (quotation
omitted).
Here, the district court’s factual findings give us “a clear un-
derstanding of the analytical process by which [its] ultimate find-
ings were reached and . . . assure us that the trial court took care in
ascertaining the facts.” Self v. Great Lakes Dredge & Dock Co.,
832 F.2d 1540, 1549 (11th Cir. 1987) (quotation omitted), abrogated
on other grounds by Dutra Grp. v. Batterton, 139 S. Ct. 2275 (2019).
The district court found that: (1) Centerline had “not paid any
dues, assessments, or fees,” and (2) the amounts invoiced reflected
how much Centerline owed the association. The damages the dis-
trict court awarded were directly drawn from those invoices.
Moreover, Mr. Hagedorn testified (and the invoices support) that
Centerline was only charged for a social membership—the least ex-
pensive membership. Centerline never argued that it was entitled
to a rate below the social membership rate, so the district court’s
failure to make a finding on the issue was harmless.
Because the record shows the district court “consider[ed] all
of the evidence” and “ma[d]e . . . definite, pertinent findings” ad-
dressing the matters contested at trial—whether and how much
Centerline owed the association for unpaid dues and fees—we con-
clude that the district court’s factual findings sufficiently supported
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20-11800 Opinion of the Court 19
its damages award. See Stock Equip., 906 F.2d at 592 (quotations
omitted).
C. Personal Liability under the Declaration
Finally, Centerline argues that the declaration didn’t allow
the association to hold property owners personally liable for un-
paid dues and fees.
“The interpretation of a contract is a question of law that we
review de novo.” Dear v. Q Club Hotel, LLC, 933 F.3d 1286, 1293
(11th Cir. 2019). Under Erie, we “apply Florida contract-interpre-
tation principles,” which require that we interpret the declaration
“in accordance with its plain meaning” and construe it “as a
whole.” Id. (quotation omitted); see also U.S. Rubber Prods. v.
Clark, 200 So. 385, 388 (Fla. 1941).
Centerline focuses on article VII, section 2 of the declara-
tion, which says that no property owner “shall have any personal
liability under or in connection with [the] [d]eclaration.” But the
association points to article VI, section 6, which states that
[i]f any Annual or Additional Assessment or any in-
stallment of either is not paid on the date when due,
then such assessment shall become delinquent and
shall . . . become a continuing lien . . . .
If the delinquent assessment is not paid within
thirty (30) days after delinquency date, . . . the Prop-
erty Owners Association may bring an action at law
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20 Opinion of the Court 20-11800
against the Owner personally obligated to pay
same . . . .
These two provisions conflict. Article VII, section 2 says that own-
ers are not personally liable under the declaration, while Article VI,
section 6 says that owners are personally liable to the association
for certain delinquent assessments. So, we look to Florida law to
resolve the apparent conflict.
Under Florida law, when “provisions of a contract conflict,
it is a general principle of contract interpretation that a specific pro-
vision dealing with a particular subject will control over a different
provision dealing only generally with that same subject.” Idearc
Media Corp. v. M.R. Friedman & G.A. Friedman, P.A., 985 So. 2d
1159, 1161 (Fla. Dist. Ct. App. 2008) (quotation omitted); see also
Restatement (Second) of Contracts § 203 (Am. L. Inst. 1981)
(“[S]pecific terms and exact terms are given greater weight than
general language.”). Article VII, section 2 of the declaration gener-
ally restricts an owner’s personal liability by providing that “no
[o]wner . . . shall have any personal liability” under the declaration.
Article VI, section 6 is a specific exception to that general rule. It
allows the association to hold a delinquent property owner person-
ally liable for unpaid dues and assessments. Because these provi-
sions conflict, article VI, section 6’s specific rule that owners are
liable for certain assessments controls over Article VII, section 2’s
more general no-owner-liability rule. See Idearc, 985 So. 2d at
1161.
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20-11800 Opinion of the Court 21
As a fallback, Centerline argues that, even if it could be held
personally liable, Article VI, section 6 allows the association to col-
lect only certain defined assessments and the district court never
found the country club fees fell within that definition.
We’re unconvinced. The declaration lets the association sue
a delinquent club member for “any Annual or Additional Assess-
ment,” including what it terms “Class E Assessments.” The decla-
ration defines Class E Assessments broadly:
Pursuant to the Bylaws, the Directors of the Property
Owners Association shall separately estimate the
costs and expenses, including a reasonable provision
for contingencies and for a reserve for capital replace-
ments, to be incurred by the Property Owners Asso-
ciation in the performance of the duties of and exer-
cise of the powers of ownership and operation of
Country Club assets, and shall determine the dues, as-
sessments, charges thereunder . . . (in the aggregate,
defined as the “Class E Assessments”).
The damage award consisted of Class E Assessments because it in-
cluded only dues, assessments, and charges “specific to country
club membership” that were authorized by the association’s direc-
tors. Therefore, article VI, section 6 allowed the association to per-
sonally sue Centerline to collect these assessments.
IV. CONCLUSION
Because the district court didn’t abuse its discretion by
awarding damages, sufficient evidence supported the award, and
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22 Opinion of the Court 20-11800
the declaration allowed for Centerline’s personal liability, we af-
firm the judgment for the association.
AFFIRMED.