Mvw Management, LLC v. Regalia Beach Developers, LLC
230 So. 3d 108
| Fla. Dist. Ct. App. | 2017Background
- Regalia Beach Developers, LLC (Regalia) owns Regalia Beach Condominium; Louis Montello is Regalia’s designated Manager under its operating agreement.
- MVW Management, LLC (MVW) was engaged by Regalia under a separate management agreement to manage construction, sales, and operations of the condominium; Montello is principal of MVW.
- Regalia sued Montello and MVW for mismanagement; both Montello and MVW sought contractual advancement of litigation expenses.
- Trial court granted advancement to Montello under the operating agreement but denied advancement to MVW under both the operating agreement and the management agreement; MVW appealed interlocutorily.
- The appellate court affirmed: MVW is not a "Covered Person" under Regalia’s operating agreement, and the management agreement’s indemnity/advancement language does not clearly extend to first-party (contracting-party) claims.
Issues
| Issue | Plaintiff's Argument (MVW) | Defendant's Argument (Regalia) | Held |
|---|---|---|---|
| Whether MVW is entitled to advancement under Regalia’s operating agreement | MVW contends it qualifies as a "Covered Person" either as a "Manager" or as an "agent/employee" of the Manager | Regalia argues "Manager" refers only to the person elected under the operating agreement (Montello), and the definition does not include the Manager’s independent contractor agent | MVW does not qualify as a Covered Person; no advancement under the operating agreement |
| Whether MVW is entitled to advancement under the parties’ management agreement | MVW argues the management agreement’s indemnity and advancement language requires Regalia to advance MVW’s defense costs, even in first-party litigation | Regalia contends general indemnity language is presumptively for third-party claims and the management agreement lacks clear, unmistakable language covering first-party claims | Advancement denied: management agreement does not unambiguously extend indemnity/advancement to first-party claims |
Key Cases Cited
- Publix Super Markets, Inc. v. Wilder Corp. of Delaware, 876 So. 2d 652 (Fla. 2d DCA 2004) (contract construction should give meaning to all provisions)
- Hardwick Props., Inc. v. Newbern, 711 So. 2d 35 (Fla. 1st DCA 1998) (principle against leaving contract provisions meaningless)
- Sanislo v. Give Kids the World, Inc., 157 So. 3d 256 (Fla. 2015) (Florida disfavors provisions that shift cost of a party’s misconduct to the injured party)
- Univ. Plaza Shopping Ctr., Inc. v. Stewart, 272 So. 2d 507 (Fla. 1973) (indemnity clauses do not imply coverage of first-party claims absent clear language)
- Wendt v. La Costa Beach Resort Condo. Ass’n, Inc., 64 So. 3d 1228 (Fla. 2011) (statutory indemnification can authorize fees in certain first-party corporate actions where statute’s language is clear)
- Fasciana v. Elec. Data Sys. Corp., 829 A.2d 160 (Del. Ch. 2003) (advancement characterized as interim loan encouraging service by directors/officers)
- Adweiss LLLP v. Daum, 208 So. 3d 760 (Fla. 3d DCA 2016) (interpreting similar indemnity language under Delaware law; not controlling here)
- Speedway SuperAmerica, LLC v. Tropic Enterprises, Inc., 966 So. 2d 1 (Fla. 2d DCA 2007) (a decision is not precedent on an issue not raised and decided)