VERNON A. LAFAYE, GARY F. HANNON, RICHARD D. BROCK AND PRESSER, LAFAYE & HANNON, P.A., A PROFESSIONAL ASSOCIATION, APPELLANTS,
v.
NEIL N. PRESSER AND WILLIAM N. LAHNEN, JR., APPELLEES

Fla. 1st DCA | 1988-12-14
No. 88-729
WENTWORTH, J., concurs., ZEHMER, J., concurs in result.
535 So. 2d 635 Florida District Court of Appeal, First District (1988) Positive Treatment
Cited by 4 cases

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Synopsis

Partners in a dissolved accounting firm appealed a judgment awarding prejudgment interest at the statutory rate of 12% rather than the contractual rate of 6%. The court reversed, holding that where a contract expressly provides for interest at a specified rate, statutory prejudgment interest cannot be awarded absent exceptional circumstances.


Holding

Statutory prejudgment interest cannot be sustained when the underlying contract expressly provides for a different interest rate. The court must apply the contractual rate of 6% interest. On remand, the trial court should determine whether appellants unreasonably delayed valuing Presser's stock, and if so, establish the appropriate date of loss and apply the 6% contractual interest rate from that date.


Headnotes

[1] A contract expressly providing for a specific interest rate supersedes the statutory rate for prejudgment interest.

[2] A court may award prejudgment interest at a contractual rate if it finds that a party acted unreasonably in delaying the valuation of stock.

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Key Quotes

“statutory interest cannot be sustained, because the contract, which the court relied upon in part in awarding interest, expressly provides for six percent interest”

Establishes the core holding that contractual interest rates override statutory prejudgment interest rates

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Facts & Procedural History

Members of a professional accounting firm, Presser, LaFaye & Hannon, P.A., dissolved the firm and disputed how to assign assets and liabilities and va…

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Opinion of the Court
ERVIN, Judge.

ERVIN, Judge.

Appellants appeal a judgment assessing prejudgment interest at the statutory rate (12 percent), and at the contractual rate thereafter. This litigation, seeking, among other things, an accounting, arose after the members of a professional accounting firm were unable to agree upon terms for the dissolution of the firm, specifically, how to assign certain assets and liabilities, and thus value the stock of appellee, Presser. After the trial court had determined the value of Presser’s stock, it awarded statutory prejudgment interest from the date Presser filed his complaint through the date that the value of his stock was fixed by the judgment, and interest thereafter pursuant to the terms of the contract.1 Appellants assert that the court erred m awarding statutory prejudgment interest. We agree and reverse as to the part of the judgment assessing statutory interest, concluding that statutory interest cannot be sustained, because the contract, which the court relied upon in part in awarding interest, expressly provides for six percent interest. Cf. Argonaut Ins. Co. v. May Plumbing Co., 474 So. 2d 212, 215 (Fla.1985) (awarding prejudgment statutory interest as an element of pecuniary damages where the plaintiffs damages were liquidated as of a date certain, “absent a controlling contractual provision”).

Appellee argues that statutory prejudgment interest is appropriate in this case, in that the trial court impliedly found that the appellants/defendants acted unreasonably, by refusing to value Presser’s stock within a reasonable time after his termination. If the trial court so found, it is appropriate to award prejudgment interest at the rate specified in the contract, and we remand for the purpose of allowing the trial court to determine the date of loss, with the allowance of interest at six percent thereafter. If, on remand, the court determines the date of loss to be the date previously identified,'then the court should establish that same date as the effective date of the promissory note.

REVERSED and REMANDED for further consistent proceedings.

WENTWORTH, J., concurs.

ZEHMER, J., concurs in result.

. The court determined that paragraph 8(f) of the "agreement of Stockholders and Corporation” would govern the method by which the value of Presser's stock in the corporation would be paid. That paragraph generally provides that the purchase price of the stock's value would be paid pursuant to the terms of a promissory note bearing interest at six percent per year in equal, monthly payments over a ten-year period, beginning on the fifteenth day of the calendar month following the date of the computation of the value of the stock and its delivery to the corporation. Interest on the purchase price, moreover, was to commence one month before the due date of the first monthly payment.


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Cited By

  • LaFAYE v. Presser, 554 So. 2d 610 (Fla. 1st DCA 1989)
    …ot have occurred earlier than the date payment was due under the contract, that is, only after agreement as to the valuation of the stock and delivery of the stock in accordance with the agreement. Our prior opinion in this case, LaFaye v. Presser, 535 So. 2d 635 (Fla. 1st DCA 1988), reversed the first judgment finding the date of loss to be the date the complaint was filed, and remanded to the trial court to redetermine when the date the loss occurred for purposes of commencing prejudgment interest. Had thi…
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