41 ACQUISITION HOLDINGS, LLC, etc. v. ANN SCHRAEDEL HAFF

Third District Court of Appeal
State of Florida
Opinion filed June 7, 2023.
Not final until disposition of timely filed motion for rehearing.
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No. 3D21-1088
Lower Tribunal No. 15-2157
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41 Acquisition Holdings, LLC,
Appellant,
vs.
Ann Schraedel Haff,
Appellee.
An Appeal from the Circuit Court for Miami-Dade County, Yvonne
Colodny, Judge.
Armstrong Teasdale, LLP and Glen H. Waldman and Marlon Weiss,
for appellant.
Barakat + Bossa PLLC and Brian Barakat, for appellee.
Before FERNANDEZ, C.J., and HENDON and LOBREE, JJ.
LOBREE, J.
41 Acquisition Holdings, LLC (“41 Acquisition”) appeals from the trial
court’s order granting Ann Schraedel Haff’s motion for reconsideration and
reversing its prior award of attorney’s fees to 41 Acquisition based on a
settlement agreement. Because we agree with the trial court that the
attorney’s fees provision contained in the parties’ settlement agreement did
not unambiguously state the parties’ intention that the prevailing party
recover attorney’s fees on the matter at issue, we affirm.
BACKGROUND
This appeal arises out of a probate dispute relating to the disposition
of a fifty percent interest in an estate’s real property between the decedent’s
son and sole beneficiary, John Schraedel, and the decedent’s sister and co-
owner of the property, Ann Schraedel Haff. 41 Acquisition subsequently
purchased Schraedel’s fifty percent interest in the property and negotiated a
buyout of Haff’s fifty percent interest. The parties arrived at a mediated
settlement agreement that provided for a buyout of Haff’s share of the
property with closing to occur within sixty days of the execution of the
settlement documents. In exchange, 41 Acquisition agreed to allow Haff to
continue to occupy an apartment within the property rent free for three years
while she continued to manage the property, and to pay her $36,000 per year
to do so.
The settlement agreement also included a provision for attorney’s fees
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resulting from any breach of the agreement, which is the subject of this
appeal. The provision reads:
The court shall retain jurisdiction to enforce this agreement
and, an enforcement action or motion, if any, shall be made
by the party claiming a breach against the party alleged to
have committed the breach and shall not affect any party
who is not alleged to have breach this agreement and the
prevailing party in any enforcement action at all levels
including all reasonable attorneys fees and costs at all
levels, trial and appellate.
41 Acquisition alleged that Haff breached the agreement almost immediately
by failing to execute the necessary documents or otherwise proceed toward
closing within the sixty-day period as required. This led 41 Acquisition to
move the trial court to compel compliance with the settlement agreement and
compel closing of sale. Haff moved to set aside the settlement agreement,
alleging incapacity at the time of its entry and undue influence by her
attorney. Thereafter, 41 Acquisition sought compensation for attorney’s fees
as the prevailing party on Haff’s motion to set aside the agreement, arguing
it was entitled to its reasonable attorney’s fees and costs incurred in
compelling adherence with the settlement agreement. The trial court initially
granted 41 Acquisition’s motion for fees but later granted Haff’s motion for
reconsideration, reversing the prior ruling and denying 41 Acquisition’s
entitlement to fees. The trial court held that the agreement did not
unambiguously state the intention for recovery to the prevailing party on a
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motion to set aside the settlement agreement.
ANALYSIS
A trial court's ruling on a motion for attorney’s fees “is a matter
committed to sound judicial discretion which will not be disturbed on appeal,
absent a showing of clear abuse of discretion.” DiStefano Constr., Inc. v.
Fid. & Deposit Co. of Md., 597 So. 2d 248, 250 (Fla. 1992). However, where
that ruling relies upon the interpretation of contractual provisions, the
standard of review is de novo. Fallstaff Grp., Inc. v. MPA Brickell Key, LLC,
143 So. 3d 1139, 1142–43 (Fla. 3d DCA 2014).
Where an agreement is clear and unambiguous, a court is powerless
to rewrite the contract to make it more reasonable or advantageous for one
of the contracting parties. Richardson v. Well States Healthcare, 346 So. 3d
197 (Fla. 3d DCA 2022). A contract is ambiguous when its language is
reasonably susceptible to more than one interpretation. Beach Towing
Serv.’s, Inc. v. Sunset Land Assoc.’s, LLC, 278 So. 3d 857, 863 (Fla. 3d DCA
2019).
Under the American Rule, attorney’s fees generally are not
recoverable unless a statute or a contract specifically authorizes their
recovery. See Diaz v. Kasinsky, 306 So. 3d 1065, 1067 (Fla. 3d DCA 2020).
An agreement providing for the award of attorney’s fees must be clear,
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specific, and unambiguous to be enforceable. See Civix Sunrise, GC, LLC
v. Sunrise Road Maint. Ass’n, Inc., 997 So. 2d 433, 435 (Fla. 2d DCA 2008).
Further, the agreement must clearly identify the matter in which the fees are
recoverable. Toyota Motor Credit Corp. v. Dollar Enter.’s, Inc., 702 So. 2d
1319, 1320 (Fla. 3d DCA 1997).
Here, while the settlement agreement contains a provision for
attorney’s fees, it is far from clear and unambiguous. Both parties
acknowledge that the provision is “missing a verb.” Further, the attorney’s
fees clause commingles several separate objectives into one clause and
lacks language directing an award of fees for prevailing on a motion to set
aside the agreement. As a result, we cannot determine the intention of the
parties without rewriting the agreement. Accordingly, the trial court did not
abuse its discretion in denying 41 Acquisition’s motion for attorney’s fees.
Affirmed.
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