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Haas Automation, Inc. v. Fox

Florida Court of Appeals, Third District

April 4, 2018

Haas Automation, Inc., Appellant,
v.
Dr. Robert Fox, et al., Appellees.

         Not final until disposition of timely filed motion for rehearing.

          Appeals from the Circuit Court for Miami-Dade County Lower Tribunal No. 11-39508, Jacqueline Hogan Scola, Judge.

          Kopelowitz Ostrow Ferguson Weiselberg Gilbert, and John J. Shahady and Thomas R. Shahady (Fort Lauderdale); Law Offices of Douglas Paul Solomon, and Douglas P. Solomon (Fort Lauderdale), for appellant.

          Isicoff, Ragatz & Koenigsberg, and Eric D. Isicoff and Christopher M. Yannuzzi; Marshall Socarras Grant, P.L., and Ruben E. Socarras (Boca Raton), for appellees.

          Before LOGUE, SCALES and LINDSEY, JJ.

          SCALES, J.

         Appellant, defendant/counter-plaintiff/cross-plaintiff below, Haas Automation, Inc. ("Haas"), appeals three final judgments entered against Haas in this case. In appellate case number 3D16-1692, Haas appeals the final judgment entered in favor of (i) appellees, plaintiffs/counter-defendants below, Dr. Robert Fox, Helene Fox, Dr. Steven Fox and Sherri Fox ("the Foxes"), on the Foxes' claims for breach of a third-party beneficiary contract and for declaratory relief; and (ii) appellee, defendant/cross-defendant below, Fisher Auction Company, Inc. ("Fisher Auction") on Haas's crossclaims for breach of contract, material alteration and deceptive and unfair trade practices. In appellate case number 3D17-173, Haas appeals the final judgment awarding attorney's fees and costs to the Foxes. In appellate case number 3D17-174, Haas appeals the final judgment awarding attorney's fees and costs to Fisher Auction. We consolidated the three appeals, and affirm the final judgment on the merits, and affirm, in part, the attorney's fees judgments.

         I. Facts

         A. The Relevant Documents

         The Foxes engaged the services of Fisher Auction to sell two oceanfront homes in Golden Beach, Florida at the same auction. The auction brochure advertising the auction, and the property information package describing the subject properties, plainly indicated that the two homes would be sold separately. Pursuant to the auction's eligibility rules, Haas registered to bid on the homes and executed a Bidder Registration Form and a document titled "General Terms and Conditions of Sale." In order to be eligible to bid on both homes, pursuant to the General Terms and Conditions of Sale, Haas deposited $1, 000, 000 with Newman Guaranty Title Insurance Agency ("Newman Title") (i.e., $500, 000 for each property), and noted on the Bidder Registration Form that Haas would be bidding on both properties.[1]

         The General Terms and Conditions of Sale contained, inter alia, provisions requiring the highest bidder at the auction to execute, as the buyer, a purchase and sale contract, with no edits, revisions, or amendments.[2] The General Terms and Conditions of Sale provided that should the highest bidder fail to comply with this requirement immediately following the auction, the seller (the Foxes) would retain the required deposits as liquidated damages:

8. DEFAULT:
If the Buyer fails to comply with any of these General Terms and Conditions of Sale, the Seller shall retain the required deposit(s), which shall be considered fully earned and non-refundable, under the Agreement as liquated damages and not as a penalty. Upon Default, Buyer agrees to the immediate release of the deposit funds to the Seller without the requirement of further documentation from Buyer.

         The purchase and sale contract that the highest bidder was required to execute contained the following prevailing party attorney's fee provision:

6. Special Clauses:
. . . .
M. . . . In any litigation, including breach, enforcement or interpretation arising out of this Contract, the prevailing party in such litigation shall be entitled to recover from the non-prevailing party, reasonable attorney's fees, costs and expenses.

         B. The Auction

         On November 10, 2011, the auction of both homes was held in the living room of one of the homes. Fisher Auction's auctioneer explained at the auction that the homes would be sold using the "High Bidder's Choice" method, [3] whereby the highest bidder in the first round would choose which of the two homes to purchase at that high bid. If, however, the high bidder in the first round had registered to bid on both homes, as did Haas, the high bidder could purchase both homes for two times the high bid amount; and, if the high bidder exercised this option, the auction would be over.

         In the auction's first round, Haas, through Mr. Wadsworth, was the high bidder, bidding $6.2 million. At the fall of the gavel, the auctioneer asked if Mr. Wadsworth wanted to exercise the option to take both homes at "two times the bid." Mr. Wadsworth indicated he did wish to exercise the option, which decision was clearly acknowledged by the auctioneer.[4] After exercising the option, the auctioneer announced that the high bidder had taken both homes and, thus, the auction was over. The auctioneer stated:

He takes them both, folks. It's times two's the money. He takes both properties at $6.2 million. Auction's over folks. Ladies and gentlemen, I want you to understand, that's what's happened. Remember I told you the high bidder could take them, two times the bid. He's indeed done that.

         After the auction, Mr. Wadsworth signed a Bid Acknowledgment Form[5] that indicated that the bid price was "6.2M" rather than twice that number.[6] After Mr. Wadsworth executed the Bid Acknowledgement Form, Fisher Auction's executive vice president, Francis Santos, who was also in attendance, handwrote "x2" next to the bid price on the form. Mr. Santos then took the Bid Acknowledgment Form to the "contract room, " where a Fisher Auction employee filled in blanks on the form, including the ten percent buyer's premium ($620, 000) provided for in the General Terms and Conditions of Sale, and the total purchase price ($6, 820, 000).

         While he signed the Bid Acknowledgment Form, Mr. Wadsworth refused both: (i) to execute the two purchase and sale agreements; and (ii) to pay an additional deposit ($364, 000) as required by the General Terms of Conditions of Sale. Mr. Wadsworth stated that he believed that he had purchased both homes for the $6.2 million bid.[7] The Foxes then ended up selling the two homes to other buyers for well less than $6.2 million each, resulting in a significantly smaller amount of sales proceeds to the Foxes after sales commissions were deducted.[8]

         C. The Lawsuit

         In November 2011, the Foxes filed the underlying action in the Miami-Dade County Circuit Court. In their Amended Complaint, the Foxes brought: (i) a claim against Haas for breach of a third-party beneficiary contract (i.e., the General Terms and Conditions of Sale) (Count I), seeking to retain, as liquidated damages, the $1, 000, 000 Haas had deposited with Newman Title[9] in order to bid on the two homes at the auction; and (ii) a claim against Haas and Fisher Auction for declaratory relief (Count II) regarding the Foxes' entitlement to the $1, 000, 000 deposit.

         Haas filed an Amended Counterclaim for breach of contract against the Foxes, alleging that the Bid Acknowledgement Form created a binding contract requiring the Foxes to sell both properties to Haas for $6.2 million. Haas also filed a Second Amended Crossclaim against Fisher Auction alleging: (i) breach of contract (Count I), based on Fisher Auction's purported breach of the Bid Acknowledgment Form; (ii) material alteration (Count II) of the Bid Acknowledgment Form, based on Mr. Santos's adding "x2" next to the bid price; and (iii) deceptive and unfair trade practices (Count III).

         During the course of the proceedings, the Foxes served a request for admissions on Haas. Haas denied those admissions that were directed to the events that took place at the auction, including Mr. Wadsworth's understanding of, and actions at, the auction.

         The parties also served proposals for settlement on each other. Specifically, Haas served a separate proposal for settlement on each of the four Foxes, offering to settle all claims and counterclaims in exchange for Haas paying each of the Foxes $28, 151 and each of the Foxes executing a general release of their claims to the $1, 000, 000 deposit then being held by Newman Title. The Foxes, jointly, served a single, un-apportioned proposal for settlement on Haas, offering to settle the Foxes' claims for $799, 999.00. According to the Foxes' proposal, the settlement would be paid from the $1, 000, 000 deposit then being held by Newman Title, with $799, 999.00 going to the Foxes and the remaining $200, 001.00 going to Haas. ...


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