Dickson v. Heaton
87 So. 3d 81
| Fla. Dist. Ct. App. | 2012Background
- Investors formed 775 Vero Estates LLC to flip five waterfront lots; two lots were sold to a lending bank and the bank foreclosed on the remaining five.
- After market loss post-real estate bubble, several limited partners brought a derivative action alleging breach of fiduciary duties and personal guaranties by the managing partners.
- Bench trial resulted in judgment for the defendants; final judgments for attorney’s fees were entered in favor of the defendants.
- Plaintiffs claimed entitlement to fees under the operating agreement’s prevailing party provision; defendants argued fees under the operating agreement, statute, and offer-of-judgment grounds.
- Trial court held parties were entitled to fees under the operating agreement; court did not resolve good-faith/offer-of-judgment issues, and ruled Stockman exception applied to waiver.
- Court of appeal affirmed, holding a Stockman-based waiver to plead entitlement to attorney’s fees due to notice and conduct.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Does Stockman waiver apply to pleading of attorney’s fees? | Stockman creates waiver when notice/conduct show entitlement. | Stockman exception applicable; parties had notice from stipulation and filings. | Yes; Stockman exception applies. |
| Is pretrial stipulation sufficient to waive pleading requirement for fees under the operating agreement? | No waiver without pleading grounds explicitly stated. | Waiver exists due to notice and conduct in pretrial context. | Yes; waiver recognized. |
| May fees be awarded under the operating agreement despite failure to plead entitlement explicitly? | Entitlement must be pleaded; otherwise no recovery. | Notice and conduct permit recovery under the agreement. | Yes; allowed under Stockman framework. |
| Should the court decide whether pleading a specific ground bars recovery on another ground? | Pleading one ground precludes others. | Stockman exception and general requests permit broader recovery. | Not reached; issue deferred. |
| Were alternative fee bases (offer-of-judgment, statute 608.601(5)) properly considered? | Only the operating agreement grounds are valid. | Multiple bases may support fees; court relied on operating agreement here. | Affirmed on operating agreement basis; other bases not necessary for decision. |
Key Cases Cited
- Stockman v. Downs, 573 So.2d 835 (Fla. 1991) (pleading for attorney’s fees required; waiver if notice and conduct)
- Brown v. Gardens by the Sea South Condominium Ass’n, 424 So.2d 181 (Fla. 4th DCA 1983) (pretrial notice and issue identification save failure to plead)
- Caufield v. Cantele, 837 So.2d 371 (Fla. 2002) (clarifies pleading requirement and exceptions for fee claims)
- Green v. Sun Harbor Homeowners’ Ass’n, Inc., 730 So.2d 1261 (Fla. 1998) (pleading for attorney’s fees not required to specify ground if bases exist)