LOUIS E. SOUSA, APPELLANT,
v.
GEORGE F. PALUMBO, ARTHUR KING AND BRYAN PHEGLEY, APPELLEES; GEORGE F. PALUMBO, ARTHUR KING AND BRYAN PHEGLEY, APPELLANTS, V. LOUIS J. SOUSA, APPELLEE
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Appellant Sousa sued for specific performance of a stock purchase agreement, claiming it should be enforceable against the three stockholders who executed it. The trial court held the contract unenforceable because it required execution by all six stockholders before becoming enforceable, and also denied the appellee stockholders' claim for attorney fees under a contractual fee-shifting provision.
The trial court correctly held the stock purchase agreement unenforceable because it was not executed by all six required stockholders; however, the trial court erred in denying attorney fees to the appellees as prevailing parties. The appellees were entitled to recover attorney fees and costs because they prevailed in an action seeking to enforce or interpret the contract's rights and obligations, and they should not be estopped from invoking the fee provision merely because their defense was that no enforceable contract existed.
[1] A contract conditioned upon execution by all specified parties is unenforceable if not all parties execute the agreement.
[2] A prevailing party in an action to enforce or interpret a contract is entitled to recover attorney's fees and costs as provided by the contract.
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Join FLexlaw to unlock all legal intelligence“In any action to enforce or interpret the rights or obligations of the parties, the prevailing party shall be entitled to recover all costs incurred, including a reasonable attorney's fee in addition to any other remedy to which he may be entitled.”
The contractual attorney fee provision that the trial court failed to enforce in favor of the prevailing defendants
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Join FLexlaw to unlock all legal intelligenceA stock purchase agreement was executed by only three of six stockholders. The agreement contained a provision that it would become enforceable only u…
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PER CURIAM.
The appellant filed an action for specific performance of a stock purchase agreement. The trial court held that the contract was unenforceable against the appellees because the contract was only executed by three of six stockholders and the contract was conditioned upon execution by all six before it became enforceable. We affirm this holding. However, the trial court also denied appellees attorneys’ fees under a provision of the contract which provided:
In any action to enforce or interpret the rights or obligations of the parties, the prevailing party shall be entitled to recover all costs incurred, including a reasonable attorney’s fee in addition to any other remedy to which he may be entitled.
The appellant’s action was clearly one seeking “to enforce or interpret the rights or obligations of the parties” since such action sought an interpretation of the contract by which it would be enforceable severally against each stockholder executing the contract, each of the appellees having done so. Upon prevailing against appellant’s action the appellees were entitled to fees and costs. Furthermore, in our view, the appel-lees should not be estopped to invoke this provision because they claimed in defense that there was no enforceable contract. To estop the appellees in such cases is to ignore the plain meaning of the attorneys’ fee provision that provides for fees and costs to the prevailing party. Indeed, if anyone should be estopped it should be the appellant who claims that the agreement is valid and enforceable against the appellees, but seeks to deny validity and enforceability of the attorneys’ fee provision. The trial court rejected appellant’s “interpretation” of the contract and refused “to enforce” the contract against appellees because it accepted appellees’ “interpretation.”
For an analogous situation involving a statute, see Rustic Village, Inc. v. Friedman, 417 So. 2d 305 (Fla. 3d DCA 1982) and Brown v. Gardens By The Sea, 424 So. 2d 181 (Fla. 4th DCA 1983).
We reverse the decision denying attorney fees to appellees and remand for further proceedings consistent herewith.
Affirmed in part; reversed in part; and remanded.
ANSTEAD, HERSEY and WALDEN, JJ., concur.
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Gibson v. Garth Courtois and Sally Courtois, 539 So. 2d 459 (Fla. 1989)…GAN, Justice. We have for review the decision of the Second District Court of Appeal in Gibson v. Courtois, 509 So. 2d 962 (Fla. 2d DCA 1987). The district court recognized that its decision was in direct and express conflict with Sousa v. Palumbo, 426 So. 2d 1072 (Fla. 4th DCA 1983). We have jurisdiction. Art. V, § 3(b)(3), Fla. Const. On April 5, 1984, Gibson submitted an offer to purchase Courtois’ home. The offer was in the form of a written contract. The next day, before acceptance by Cour-tois, Gibson…1 / 2
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Lorn Leitman and John Gentile v. Boone, 439 So. 2d 318 (Fla. 3d DCA 1983)…nts of an “estoppel.”2 See 28 Am.Jur.2d Estoppel and Waiver § 27 (1966). They must not now, having lost, be heard to say that the suit did not arise “under this contract” after all.3 This was the precise and very recent holding of Sousa v. Palumbo, 426 So. 2d 1072 (Fla. 4th DCA 1983), which is exactly on point and exactly contrary to the court’s decision: The appellant’s action was clearly one seeking ‘to enforce or interpret the rights or obligations of the parties’ since such action sought an interpretatio…1 / 3
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Katz v. VAN DER Noord, 546 So. 2d 1047 (Fla. 1989)…PER CURIAM. We review the opinion of the Fifth District Court of Appeal in Van Der Noord v. Katz, 526 So. 2d 940 (Fla. 5th DCA 1988). We originally accepted jurisdiction of this case because of its conflict with Sousa v. Palumbo, 426 So. 2d 1072 (Fla. 4th DCA 1983). In the interim, we disapproved Sousa to the extent that it conflicted with our opinion in Gibson v. Courtois, 539 So. 2d 469 (Fla.1989). More recently, however, the First District Court of Appeal issued its opinion in Giltex Cor…
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Join FLexlaw to unlock all legal intelligenceAuthorities Cited
- Brown v. Gardens BY THE SEA S. Condo. Ass'n, 424 So. 2d 181 (Fla. 4th DCA 1983)
- Rustic Vill., Inc. v. Elayne Friedman, 417 So. 2d 305 (Fla. 3d DCA 1982)