DADE SAVINGS AND LOAN ASSOCIATION, APPELLANT,
v.
BROKS CENTER, LIMITED, APPELLEE

Fla. 3d DCA | 1988-07-26
No. 87-2044
Before BARKDULL FERGUSON and JORGENSON, JJ.
529 So. 2d 775 Florida District Court of Appeal, Third District (1988) Caution
Cited by 6 cases

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Holding

A declaratory judgment action seeking interpretation of an appraisal method under a contract does not constitute an action to enforce the contract, thus precluding recovery of attorney's fees under a contract clause for enforcement actions.


Headnotes

[1] A declaratory judgment action seeking interpretation of a contract's appraisal method, without alleging breach or seeking enforcement of a contractual term, does not enti…

[2] Florida courts apply a strict construction to agreements providing for the award of attorney's fees.

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Facts & Procedural History

Broks Center agreed to sell property to Dade Savings, with the price set by appraisals. A dispute arose over how to value the property, leading Broks …

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Opinion of the Court
JORGENSON, Judge.

JORGENSON, Judge.

Dade Savings and Loan Association appeals from an order of the trial court awarding attorney’s fees of $100,000 to Broks Center, Limited. We reverse based upon a finding that the declaratory judgment action commenced by Broks Center was not an action to enforce the terms of its contract of sale with Dade Savings and, therefore, did not entitle Broks Center to recovery of attorney’s fees.

Broks Center had agreed to sell a commercial property, the Dade Savings Tower, to Dade Savings at a price to be set by appraisals conducted according to guidelines established in Federal Home Loan Bank Board memorandum R41-b. The contract for the sale provided in relevant part: “In any action brought for the enforcement of this Contract, the prevailing party shall be entitled to recover its costs and reasonable attorney’s fees.” A dispute developed between the parties regarding whether the property value should include existing commercial leases when the lease of the major tenant was due to expire shortly. Broks Center filed a complaint seeking a declaratory judgment as to the correct method for appraising the property. Broks Center subsequently amended its complaint to request specific performance of the contract.

The trial court appointed a special master to determine whether the building should be valued according to its existing rate of occupancy or treated as though the leases had expired. The special master concluded that, in order to conform to R41-b, the existing leases had to be calculated into the building’s value.

Pursuant to the trial court’s directive, the special master appraised the building.

The trial court set the purchase price to reflect the special master’s appraisal. This court upheld the validity of the method of valuation in Dade Savings & Loan Ass’n v. Broks Center, Ltd., 528 So. 2d 373 (Fla. 3d DCA 1987). Broks Center then filed a motion for attorney’s fees on the ground that it was the prevailing party in its action.

The trial court awarded Broks Center $100,000 in attorney’s fees pursuant to the parties’ stipulation that the amount represented a reasonable fee.

We agree with Dade Savings’s contention that the declaratory judgment proceeding instituted by Broks Center cannot be construed as an action to enforce the contract of sale. The complaint did not allege a breach of contract. Neither party was in violation of any contractual provision at the time Broks Center sought to resolve the question of the proper method of appraisal. Under these circumstances, nothing in the contract of sale entitled Broks Center to recover its attorney’s fees. See Ocala Warehouse Invs., Ltd. v. Bison Co., 416 So. 2d 1269 (Fla. 5th DCA 1982) (where lessor sought judicial interpretation of rent escalation clause of lease and neither party was seeking to enforce any covenant of lease, nothing in lease agreement entitled either party to recover attorney’s fees); Venetian Cove Club, Inc. v. Venetian Bay Developers, Inc., 411 So. 2d 1323 (Fla. 2d DCA 1982) (lease provision for prevailing party to recover attorney’s fees in proceedings to enforce lease did not apply where lessee merely asserted statutory right to make payments into escrow account pending outcome of litigation).

Broks Center’s reliance on Dinn v. Edmondson, 428 So. 2d 286 (Fla. 4th DCA), rev. denied, 440 So. 2d 351 (Fla.1983), and All-Dixie Ins. Agency, Inc. v. Moffatt, 212 So. 2d 347 (Fla. 3d DCA 1968), is misplaced. Both Dinn and All-Dixie involved litigants whose actions culminated in enforcement of contract rights and who were thereby entitled to recover attorney’s fees in accordance with their contracts. A declaratory judgment action which results in the enforcement of a contractual term may entitle a party to recover attorney’s fees if the contract so provides. See, e.g., Silver Blue Lake Apts., No. 3, Inc. v. Manson, 334 So. 2d 48 (Fla. 3d DCA 1976) (defendant landlord who prevailed in declaratory judgment proceeding resulting in enforcement of lease provision for payment of rents on percentage basis was entitled to attorney’s fees pursuant to lease’s terms).

See generally Annotation, Construction and Effect of Lease Provision Relating to Attorneys' Fees, 77 A.L.R.2d 735 (1961).

However, “[ajttomey’s fees are not necessarily recoverable as to any and all litigation relating to a contract that provides for attorney’s fees.” Bowman v. Kingsland Dev., Inc., 432 So. 2d 660, 664 (Fla. 5th DCA 1983). Broks Center’s declaratory judgment action resulted only in the determination of the correct method of valuation for appraisal purposes, a matter ancillary to the actual contract of sale. Broks Center does not fall within the Dinn and All-Dixie paradigm, but rather, is clearly precluded from recovering attorney’s fees by Ocala Warehouse and Venetian Cove Club.

Moreover, Florida courts “apply a strict construction to agreements providing for the award of attorney’s fees.” Venetian Cove Club, 411 So. 2d at 1324; Ohio Realty Inv. Corp. v. Southern Bank of West Palm Beach, 300 So. 2d 679 (Fla.1974); Stone v. Town of Mexico Beach, 348 So. 2d 40 (Fla. 1st DCA 1977), cert. denied, 355 So. 2d 517 (Fla.1978). See also Gator Shoe Corp. v. Taudte, 384 So. 2d 1344 (Fla. 3d DCA 1980) (where lease provided that attorney’s fees were recoverable on actions to collect “said rental,” landlord could not recover attorney’s fees based on damages incurred for repair of premises). The trial court erred in expanding the contractual provision to recover attorney’s fees to encompass Broks Center’s declaratory action for interpretation of the appraisal method.

The order awarding Broks Center attorney’s fees is, therefore, reversed.


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Citator

Cited By

  • …able here since both parties filed for declaratory relief. Florida decisions which have considered the question have concluded that such actions are not for “enforcement” so as to justify a fee award. See Dade Sav. & Loan Ass’n v. Broks Center Ltd., 529 So. 2d 775 (Fla. 3d DCA 1988); see also Holmes Regional Enters. v. Advanced Medical Diagnostics Corp., 582 So. 2d 822 (Fla. 5th DCA 1991); Ocala Warehouse Invs., Ltd. v. Bison Co., 416 So. 2d 1269 (Fla. 5th DCA 1982). For the foregoing reasons, the judgment a…
  • Vill. 45 P'rs, LLC. v. Racetrac Petroleum Inc., 831 So. 2d 758 (Fla. 4th DCA 2002)
    …eaning of the attorney’s fees provision. Nor can the declaratory judgment action itself be deemed a violation or an attempted violation of the covenant leading to an entitlement of attorney’s fees. See Dade Savings & Loan Assoc. v. Broks Ctr., Ltd., 529 So. 2d 775 (Fla. 3d DCA 1988) (holding that declaratory judgment action could not be construed as an action to enforce contract of sale where neither party was in violation of any contractual provision); and cf. Careers USA, Inc. v. Sanctuary of Boca, Inc., 70…
  • …l loss after AMD failed to provide a timely notice required by the terms of the lease agreement. The trial court granted declaratory relief to AMD by allowing AMD to exercise the option. In Dade Savings and Loan Association v. Broks Center, Limited, 529 So. 2d 775 (Fla.3d DCA 1988), the court found that an attorney’s fee provision in a contract for sale of real estate could not be the basis for an award of fees since the action was for a declaratory judgment, not for enforcement of the contract. Similarly, in…

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