Beruflich Dokumente
Kultur Dokumente
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Appellee Kenneth Everett. After review, we affirm the district courts grant of
summary judgment to Defendant Everett as well as the district courts order
finding Everett was entitled to recover reasonable attorneys fees.
I. BACKGROUND
On December 1, 2011, Plaintiff Roebuck Auctions conducted an auction of
16 unfinished condominium units, fixtures, and building materials in Panama City
Beach, Florida. John Roebuck, the owner of Roebuck Auctions, served as the
auctioneer.
Defendant Everett arrived at the auction site, completed his registration
materials (which included signing certain documents), and received his bid card.
Among the materials Everett signed was a bidder identification stub, which
notified Everett that the auction company would charge a ten percent bidders
premium to the high bidder. The stub also stated that if the bidder defaulted on the
agreement, the bidder would agree to pay all legal fees and damages incurred by
Auctioneer as a result of [bidders] default.
The auction commenced, and Everett ultimately placed the high bid:
$47,000 per condominium unit, for a total of $752,000, with an additional $75,200
for the bidders premium of ten percent. It is undisputed that despite placing the
high bid, Everett never closed on his purchase of the condominium units, citing the
units legal and financial problems as the basis for his decision to cancel the
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transaction. Everett also failed to pay the ten percent bidders premium, despite
Roebuck Auctionss demand for payment. This lawsuit is only about the payment
of the bidders premium on a sale of auctioned property that never closed.
II. PROCEDURAL HISTORY
A.
Initial Proceedings
In February 2012, Plaintiff Roebuck Auctions sued Defendant Everett in
Florida state court for breach of contract based on Everetts failure to pay the
$75,200 bidders premium. Roebuck Auctions sought a judgment against Everett
in the amount of $75,200, plus interest, costs, and reasonable attorneys fees.
Defendant Everett subsequently removed the action to federal district court
and filed a motion to dismiss Roebuck Auctionss complaint. In his motion to
dismiss, Everett contended, inter alia, that Roebuck Auctions had not adequately
stated a prima facie claim for relief because it had not alleged that it was a
licensed auction business, pursuant to Florida Statute 468.385(7)(b), or that it
was otherwise exempt from licensure.
Roebuck Auctions then filed an amended complaint that addressed the
grounds raised in Everetts motion to dismiss. As relevant to the issues on appeal,
the amended complaint alleged that John Roebuck, the owner and sole managing
member of Roebuck Auctions, was a licensed auctioneer and real estate broker
under Florida law. The amended complaint contained no allegations addressing
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Defendant Everett contended that in light of the undisputed material facts, he was
entitled to judgment as a matter of law on two grounds: (1) Plaintiff Roebuck
Auctions was not a party to the document upon which it relied for its claim; and
(2) even if Roebuck Auctions had standing to pursue its breach of contract claim, it
could not collect a bidders premium in this case because the owner of the
auctioned property and Everett never entered into a valid and enforceable contract.
In its motion for summary judgment, Plaintiff Roebuck Auctions likewise
contended that it was entitled to judgment as a matter of law based on Everetts
undisputed placement of the high bid (after signing the Bidder Agreement and bid
card that identified Roebuck Auctions as the auction company and hearing
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Pursuant to the Local Rules for the Northern District of Florida, [n]o reply memoranda
shall be filed absent a showing of good cause and upon leave of the court. N.D. Fla., Local
Rule 7.1(C)(2).
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On appeal, the parties do not dispute that the district court in effect found the agreement
unenforceable due to Roebuck Auctionss failure to establish that it was a properly licensed
auction business, despite the fact that the district court did not explicitly so state in its summary
judgment order.
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but failed to do so. Accordingly, the district court denied Roebuck Auctionss
motion for reconsideration.
D.
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failure to show that it was properly licensed to conduct the auction, Florida law
states that an innocent party can enforce the contract to recover attorneys fees.
On January 24, 2013, Roebuck Auctions filed a notice of appeal from the
district courts (1) order granting summary judgment to Everett; (2) order denying
Roebuck Auctionss motion for reconsideration; and (3) order granting Everett
entitlement to attorneys fees.
III. DISCUSSION
A.
the same legal standards that bound the district court. Whatley v. CNA Ins. Cos.,
189 F.3d 1310, 1313 (11th Cir. 1999). Summary judgment is appropriate when the
evidence, viewed in the light most favorable to the nonmoving party, presents no
genuine issue of material fact and compels judgment as a matter of law. Id.; see
also Fed. R. Civ. P. 56(a).
The Florida Department of Business and Professional Regulation and the
Florida Board of Auctioneers enforce a comprehensive statutory scheme regulating
auctions and providing for the licensure of auction businesses and auctioneers. See
Fla. Stat. 468.381468.399. Under state law, [n]o person shall auction or offer
to auction any property in this state unless he or she is licensed, and [n]o
business shall auction or offer to auction any property in this state unless it is
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judgment was granted. See id. (Denial of a motion to amend is especially soundly
exercised when a party gives no reason for not previously raising an issue.
(internal quotation marks omitted)).
B.
entitlement to attorneys fees. Smalbein v. City of Daytona Beach, 353 F.3d 901,
904 (11th Cir. 2003). In addition, we review the district courts ultimate decision
to grant or deny attorneys fees for an abuse of discretion. Davis v. Natl Med.
Enter., Inc., 253 F.3d 1314, 131819 (11th Cir. 2001) (reviewing an award of
attorneys fees under Florida law in a diversity suit).
Under Florida law, absent a specific statutory or contractual provision, a
prevailing litigant has no general entitlement to attorneys fees. Dade County v.
Pena, 664 So. 2d 959, 960 (Fla. 1995) ([A]ttorneys fees may only be awarded by
a court pursuant to an entitling statute or an agreement of the parties.). Here, the
language of the bidder identification stub obligated the bidder, Everett, to pay
Roebuck Auctionss legal fees in the event that Everett breached the auction
contract. Florida law permits such one-sided contractual attorneys fee provisions
to be applied reciprocally: [i]f a contract contains a provision allowing attorneys
fees to a party when [it] is required to take any action to enforce the contract, the
court may also allow reasonable attorneys fees to the other party when that party
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prevails in any action . . . with respect to the contract. Fla. Stat. 57.105(7). The
parties do not contest that the legal fees provision in the bidder identification
stub falls generally within this statutory language that permits reciprocal recovery,
such that Everett could use the provision to obtain an award of attorneys fees.
Roebuck Auctions contends, however, that although Everett was a prevailing
party in the underlying suit (inasmuch as he successfully defended against
Roebuck Auctionss suit on the basis of the identification stubs unenforceability),
he is not entitled to recover attorneys fees precisely because of the stubs
unenforceability. Roebuck Auctions objects to Everetts attempt to, in effect, have
his cake and eat it too.
[F]or the purpose of determining whether an award of attorneys fees is
proper under a contracts prevailing party fee provision, there is a difference
between contracts that never came into existence and contracts that exist but are
later found to be unenforceable. Tarr v. Honea, 959 So. 2d 780, 781 (Fla. 4th
DCA 2007) (quoting Fabing v. Eaton, 941 So. 2d 415, 418 (Fla. 2d DCA 2006)).
[W]here a motion for attorneys fees is based on a prevailing-party provision of a
document, the fact that a contract never existed precludes an award of attorneys
fees. David v. Richman, 568 So. 2d 922, 924 (Fla. 1990). However, when
litigation ensues in connection with a validly formed contract, attorneys fees may
be recovered under a prevailing-party provision of the contract even though the
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contract has been rescinded or held to be unenforceable. Id. Thus, the question
before us is whether the auction contract (i.e., as memorialized in the bidder
identification stub) at issue (1) never came into existence due to Roebuck
Auctionss non-licensure, or (2) whether the contract was merely unenforceable
due to Roebuck Auctionss non-licensure.
Although Roebuck Auctionss status as an unlicensed auction business
prevented it from enforcing the terms of the bidder identification stub, this does not
per se mean that there was no meeting of the minds with respect to the formation
of a contract. To the contrary, the record reflects that Defendant Everett and
Roebuck Auctions did enter into a contract, based on Roebuck Auctions
conducting the auction and Everett placing the high bid after signing the bidder
identification stub. Their contracts ultimate unenforceability does not alter the
fact that a contract was formed between the parties. See Katz v. Van Der Noord,
546 So. 2d 1047, 1049 (Fla. 1989) (When parties enter into a contract and
litigation later ensues over that contract, attorneys fees may be recovered under a
prevailing-party attorneys fee provision contained therein even though the
contract is rescinded or held to be unenforceable. The legal fictions which
accompany a judgment of rescission do not change the fact that a contract did
exist.).
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