MCG Financial Services., L.L.C. v. Technogroup, Inc.
149 So. 3d 118
| Fla. Dist. Ct. App. | 2014Background
- ABS sued for breach of contract and fraud regarding a copier lease/maintenance contract; contract showed Lawen Corp. as the billed party, but ABS alleged Mason signed on behalf of MCG Financial Services LLC doing business as Approved Associates and Mason individually.
- MCG and Mason answered and sought attorney’s fees under the contract; ABS later retained new counsel and contested the contract’s applicability to fees.
- At trial, ABS admitted the contract; deposition showed Mason signed for MCG, not Lawen; parties stipulated MCG was the real party in interest; the contract name error was due to a title issue, not a missing contract.
- MCG/Mason argued they were parties to the contract and had paid sums due; the trial court found for Mason and MCG and denied fees to ABS.
- ABS contended the contract was with Lawen and thus fees could not be awarded, arguing estoppel should apply against MCG/Mason’s fee claim.
- The appellate court held ABS is estopped from arguing MCG/Mason were not contract parties and reversed to remand for calculating fees.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether ABS is estopped from denying contract applicability for fee recovery | ABS asserted Mason/MCG were not parties to the contract. | MCG and Mason were the contract parties and bound by it. | Yes; ABS estopped from denying contract applicability. |
| Whether the contract formed between ABS and Lawen or binds MCG/Mason | Contract formed with Lawen; Mason lacked authority to bind Lawen. | Mason signed for MCG; MCG intended to bind; name error not fatal. | Contract formed and bound MCG/Mason; estoppel applies. |
| Whether the trial court abused by denying attorney’s fees under the contract | MCG/Mason entitled to fees under contract as real parties in interest. | ABS argued no contractual party; fee denial appropriate. | Remand to determine the amount of fees due. |
Key Cases Cited
- Fed’d Mut. Implement & Hardware Ins. Co. v. Griffin, 237 So.2d 38 (Fla. 1st DCA 1970) (estoppel against inconsistent positions in litigation)
- Ross v. Hacker, 284 So.2d 399 (Fla. 3d DCA 1973) (contractual fees cannot be avoided by later inconsistent defenses)
- Nudel v. Flagstar Bank, 60 So.3d 1163 (Fla. 4th DCA 2011) (mortgage provisions apply consistently; estoppel when seeking affirmative relief)
- David v. Richman, 568 So.2d 922 (Fla.1990) (binding contract requires essential terms and intent to be bound)
- Gibson v. Courtois, 589 So.2d 459 (Fla.1989) (contract formation principles relevant to fee awards)