The Fallstaff Group, Inc., Etc. v. Mpa Brickell Key, LLC, Etc.
143 So. 3d 1139
Fla. Dist. Ct. App.2014Background
- MPA Brickell Key, LLC sold property to Fallstaff Group, Inc. with a Shared Facilities Agreement (SFA) addressing ad valorem taxes disputed with FBEC-Brickell Key Centre, L.P.; MPA paid taxes under Folio No. 11 and invoiced FBEC for 1% share.
- A closing-delay letter agreement required MPA to pay Fallstaff $110,000 to resolve SFA disputes and Fallstaff to indemnify MPA; Fallstaff assigned its obligations to Courvoisier, jointly and severally liable.
- Unbeknownst to parties, a new Folio No. 12 split FBEC and MPA’s properties in 2002, but tax bills were not issued to either party by Folio 12; FBEC continued paying under Folio 11 until closing.
- After closing, FBEC sought reimbursement for taxes paid and penalties; FBEC sued MPA; MPA settled FBEC’s claim for $17,000.
- MPA amended its complaint seeking indemnification for the $17,000 settlement plus fees; trial court granted summary judgment for Fallstaff and Courvoisier; appellate court reversed and remanded.
- On remand, MPA obtained partial summary judgment on liability for indemnification; final judgment awarded $243,210.73, with Fallstaff and Courvoisier appealing on indemnification and fees.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Indemnification coverage for FBEC settlement | MPA—indemnification extends to any liability under or in connection with SFA. | Fallstaff/Courvoisier—only third-party fees/expenses incurred from indemnified liability. | Indemnification coverage affirmed; $17,000 settlement covered. |
| Attorney's fees in indemnification action | MPA entitled to fees incurred defending indemnified claims. | Fees for seeking indemnification not recoverable absent clear contract. | Fees incurred in pursuing indemnification not recoverable; reversed those fees. |
| Binding effect of indemnification on Courvoisier | Courvoisier is bound by the letter agreement’s indemnity terms. | Courvoisier argues no independent indemnity obligation. | Courvoisier bound by indemnification provision. |
Key Cases Cited
- Am. & Foreign Ins. Co. v. Avis Rent-A-Car Sys. Inc., 401 So. 2d 855 (Fla. 1st DCA 1981) (indemnitee may recover fees as damages in indemnified matters)
- Sunshine Bottling Co. v. Tropicana Prods., Inc., 757 So. 2d 1231 (Fla. 3d DCA 2000) (fees in indemnification actions not guaranteed without contract)
- Snider v. Continental Ins. Co., 519 So. 2d 12 (Fla. 5th DCA 1987) (fees in defense of indemnified claim permissible; but not fees to obtain indemnity)
- United States Auto. Ass’n v. Hartford Ins. Co., 468 So. 2d 545 (Fla. 5th DCA 1985) (attorney’s fees in indemnified matters treated as damages under indemnity)
- Am. Home Assurance Co. v. City of Opa Locka, 368 So. 2d 416 (Fla. 3d DCA 1979) (fees and costs recoverable where contract provides indemnity)
- Volusia Cnty. v. Aberdeen at Ormond Beach, L.P., 760 So. 2d 126 (Fla. 2000) (standard for reviewing indemnification entitlement)
- Fla. P’s Comp. Fund v. Miller, 436 So. 2d 932 (Fla. 3d DCA 1983) (indemnity-related fee recovery principles cited)