Surgical Partners, LLC v. Choi
100 So. 3d 1267
| Fla. Dist. Ct. App. | 2012Background
- Medical association sued doctor for breach of contract seeking liquidated damages for termination of an employment agreement.
- Doctor defended that the agreement was unenforceable due to lack of written notice to commence; the term never began.
- Trial court granted summary judgment for doctor; this court affirmed the judgment.
- Doctor sought attorney’s fees under the prevailing party provision in the agreement; association argued no fees since the agreement never commenced.
- Trial court awarded fees; association moved for reconsideration and the court denied; final judgment entered for fees and costs.
- On appeal, the court reversed and remanded to vacate the attorney’s fees award, holding no binding contract formed for fee purposes.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether attorney’s fees were proper under the prevailing party provision when the term never commenced. | Association—no binding contract formed; no fees. | Doctor—contract existed and fees provision survives despite lack of commencement. | Remanded to vacate fees; not proper. |
| Whether lack of written notice constitutes a condition precedent to contract formation. | Notice failure prevents contract formation. | Notice is required to commence; contract formed for fee purposes notwithstanding. | Written notice is a condition precedent; contract did not form for purposes of fees. |
| Whether a contract that exists but is unenforceable due to a defect can support attorney’s fees under a prevailing party provision. | If liquidated damages unenforceable, no fees under agreement. | Fees provision can survive despite defect in enforceability of damages. | Not approved; contract formation issue controls; fees vacated. |
| What is the proper remedy on remand relative to the fee award. | N/A | N/A | Remand to vacate only the attorney’s fees award; costs may remain. |
Key Cases Cited
- Land & Sea Petroleum, Inc. v. Bus. Specialists, Inc., 53 So.3d 348 (Fla. 4th DCA 2011) (distinguishes contracts that exist from those that never formed for fee entitlement)
- Tarr v. Honea, 959 So.2d 780 (Fla. 4th DCA 2007) (differentiates contracts that never came into existence from those that exist but are unenforceable)
- Fabing v. Eaton, 941 So.2d 415 (Fla. 2d DCA 2006) (cited for contract formation principles in fee context)
- Mitchell v. DiMare, 936 So.2d 1178 (Fla. 5th DCA 2006) (no binding contract formed when a condition precedent never occurs)
- Blosser v. AADCO Enters., Inc., 526 So.2d 126 (Fla. 5th DCA 1988) (denies contractual attorney’s fees where defendant prevailed by arguing condition precedent not performed)
- Katz v. Van Der Noord, 546 So.2d 1047 (Fla. 1989) (not persuasive to doctor’s position)
- Giltex Corp. v. Diehl, 544 So.2d 302 (Fla. 1st DCA 1989) (not persuasive to doctor’s position)