Opinion
No. 4D2022-2211
10-18-2023
WATERSIDE AT BOYNTON HOME-OWNERS’ ASSOCIATION, INC., Appellant, v. SOUTHERN HOMES OF PALM BEACH, LLC, Southern Construction and Design, LLC, Waterside Club, LLC, David Andrade, Alex Aguirre, Hector Garcia, Jr., Wareworld, LLC, Paul T. Calvin, Charles Walker, Mire- ya Vinas, Bob Verrastro, and Joyce Santaniello, Appellees.
Spencer M. Sax and Robert Rivas of Sachs Sax Caplan, PL, Boca Raton, for appellant. Richard Sarafan and Maxine K. Streeter of Venable LLP, Miami, for appellees Southern Homes of Palm Beach, LLC, Southern Construction and Design, LLC, David Andrade, Alex Aguirre, Hector Garcia, Jr., and Wareworld, LLC. Manuel Farach of Mrachek, Fitzgerald, Rose, Konopka, Thomas & Weiss, P.A., West Palm Beach, for appellee Waterside Club, LLC. Esther E. Galicia of Fowler White Burnett, P.A., Miami, for appellees Paul T. Calvin, Charles Walker, Mireya Vinas, Bob Verrastro, and Joyce Santinello.
Appeal from the Circuit Court for the Fifteenth Judicial Circuit, Palm Beach County; Richard Oftedal, Judge; L.T. Case No. 502019CA006347. Spencer M. Sax and Robert Rivas of Sachs Sax Caplan, PL, Boca Raton, for appellant.
Richard Sarafan and Maxine K. Streeter of Venable LLP, Miami, for appellees Southern Homes of Palm Beach, LLC, Southern Construction and Design, LLC, David Andrade, Alex Aguirre, Hector Garcia, Jr., and Wareworld, LLC.
Manuel Farach of Mrachek, Fitzgerald, Rose, Konopka, Thomas & Weiss, P.A., West Palm Beach, for appellee Waterside Club, LLC.
Esther E. Galicia of Fowler White Burnett, P.A., Miami, for appellees Paul T. Calvin, Charles Walker, Mireya Vinas, Bob Verrastro, and Joyce Santinello.
Gross, J.
Waterside at Boynton Homeowners’ Association, Inc. (the "Association") appeals a final order granting motions to dismiss its second amended complaint with prejudice. We affirm in all respects as to all but two appellees; as to those two appellees, we dismiss the appeal.
In 2016, the Association was involved in four lawsuits with various appellees. Two of the cases were pending in Miami-Dade County, and two were pending in Palm Beach County.
The court in one of the Palm Beach County suits ordered mediation. In June 2016, the parties to the four lawsuits scheduled a mediation to settle all cases. The Association filed a certification of authority stating that the two Association officers attending the mediation had "full authority to settle … without further consultation as required by Rule 1.720(e) of the Florida Rules of Civil Procedure."
The parties arrived at a settlement agreement in July 2016. The agreement required the performance of a number of acts, including the Association’s payments to certain parties, the amendment of certain provisions of the club covenants, and a payment from one defendant to the Association.
By November 2016, pursuant to the settlement agreement, the courts in the four pending lawsuits entered orders of dismissal, each reserving jurisdiction to enforce the terms of the agreement. Three of the dismissals were with prejudice, one was without prejudice.
In May 2019, the Association filed a complaint for rescission against the appellees, seeking to set aside the settlement agreement. The essence of the rescission claim was that the Association’s representatives in 2016 did not have the authority to settle. The lawsuit claimed that all parties shared a mistaken belief in the representatives’ authority to settle, which amounted to a mutual mistake justifying rescission. Ultimately, the Association filed a second amended complaint seeking rescission and a declaratory judgment.
Two of the appellees—Southern Homes of Palm Beach, LLC ("Southern Homes") and Waterside Club, LLC ("Waterside")—filed a counterclaim against the Association, alleging breach of the settlement agreement and a claim for indemnification. The counterclaim remained pending at the time this lawsuit was dismissed.
After, a hearing, on the appellees’ motion to dismiss the second amended complaint, the trial court granted the motion and dismissed the complaint with prejudice. The trial court concluded that the operative complaint failed to state a cause of action because there were no allegations of a mistake relating to any essential terms of the agreement. Even assuming the existence of a mistake, the trial court ruled that it was a unilateral mistake arising from the internal processes of the Association’s board, which did not go to any mate- rial or essential terms of the settlement agreement.
[1] We agree with the trial court that the Association failed to allege a mutual mistake sufficient to support a rescission claim.
[2] To state a cause of action for rescission of a contract, a plaintiff must include the following elements in the complaint:
(1) The character or relationship of the parties;
(2) The making of the contract;
(3) The existence of fraud, mutual mistake, false representations, impossibility of performance, or other ground for rescission or cancellation;
(4) That the party seeking rescission has rescinded the contract and notified the other party to the contract of such rescission.
(5) If the moving party has received benefits from the contract, he should further allege an offer to restore these benefits to the party furnishing them, if restoration is possible;
(6) Lastly, that the moving party has no adequate remedy at law.
Billian v. Mobil Corp., 710 So. 2d 984, 991 (Fla. 4th DCA 1998) (emphasis added) (quoting Crown Ice Machine Leasing Co. v. Sam Senter Farms, Inc., 174 So. 2d 614, 617 (Fla. 2d DCA 1965)).
[3] "The term ‘mutual mistake of fact’ is one of law, and the equitable remedy of rescission is available only if the mistake is mutual and the fact is of the essence of the contract." Keystone Creations, Inc. v. City of Delray Beach, 890 So. 2d 1119, 1127 (Fla. 4th DCA 2004) (emphasis added).
[4] "A mistake is mutual when the parties agree to one thing and then, due to either a scrivener’s error or inadvertence, express something different in the written instrument." Goodall v. Whispering Woods Ctr., L.L.C, 990 So. 2d 695, 699 (Fla. 4th DCA 2008).
Here, the mistake alleged by the Association did not affect the material or essential terms of the settlement agreement. The agreement’s essential terms included the dismissal of the cases between the parties, the payments which the parties would tender to each other, the timeline of the respective payments, the amendments to the club covenants, and the reduction of the automatic annual percentage increases of the club fees. The Association did not dispute that since the creation of the settlement agreement, the parties had been performing according to its terms.
Moreover, if any mistake occurred, it was the Association’s unilateral mistake, which altered its view of the authority of its own representatives after new members assumed control of the board.
Because we decide this case based on the failure to state a claim for rescission, we do not reach the larger issue of whether the Association may collaterally attack the final orders in the settled cases by seeking rescission in a separate action, thereby avoiding the time limits and substance of Florida Rule of Civil Procedure 1.540(b).
We have fully considered the other arguments raised by the Association and affirm without further discussion.
[5] We affirm as to all appellees except for Southern Homes and Waterside. After the dismissal of the Association’s action, the counterclaim filed by these parties remained pending. The breach of contract count in the counterclaim was interrelated with the Association’s rescission count. Therefore, as to Southern Homes and Waterside, the order on appeal was not an appealable partial final judgment under Florida Rule of Appellate Procedure 9.110(k). See Mendez v. W. Flagler Fam. Ass’n, 303 So. 2d 1, 5 (Fla. 1974) ("We adhere to the rule that piecemeal appeals should not be permitted where claims are legally interrelated and in substance involve the same transaction"). For this reason, we dismiss the appeal as to Southern Homes and Waterside.
Affirmed in part, dismissed in part, and remanded.
Damoorgian and Gerber, JJ., concur.