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Court of Appeal of Florida, Third District
October 12, 2022, Opinion Filed
Appellee/cross-appellant Aquastar Holdings, LLC ("Aquastar") purchased a condominium unit in a building in Surfside, Florida. Aquastar hired appellant/cross-appellee Avant Design Group, Inc. ("Avant") to administer the build-out of the unit. Toward the end of the project, Aquastar, concerned about the integrity of Avant's billings, terminated its contract with Avant. Each party sued the other on multiple bases and Aquastar also sued the three owners of Avant individually. In a detailed final judgment,1 the trial court found in favor of Aquastar in its suit against Avant but declined to hold Avant's three owners individually liable for Aquastar's claims. Both parties appealed the Amended Final Judgment and Aquastar also appealed the trial court's April [*2] 14, 2021 order denying its Florida Rule of Civil Procedure 1.530 rehearing motion. For the reasons that follow, we affirm in part, reverse in part, and remand with instructions.
I. Relevant Facts and Procedural History
A. The Contract
Aquastar is owned by Wilson De Lara, a Brazilian businessman. Aquastar used Brazilian architect Debora Aguiar to design the interior of the unit. Because Aguiar is not licensed in the United States, she recommended Avant both to oversee the project's construction and to obtain goods and services for the interior build-out. Aquastar purchased the unit and hired Avant in September 2016.
Aquastar and Avant entered into a contract known as "Proposal 27." Proposal 27 provided a schedule of construction items along with their anticipated costs. Although the trial court focused its attention on Proposal 27 for its analysis of the terms and conditions to which the parties had agreed, the parties executed a total of ninety-two such proposals, each of which was on a form generated by Avant. These other proposals described the furnishings, goods and services to be purchased for each of the rooms in the unit. Proposal 27 and the additional proposals all followed the same format, and all contained [*3] the same contractual language. The proposals provided that Aquastar would pay the cost of the goods and services of the vendors, plus pay a "20% Interior Design & Administrative Fee" to Avant (the "20% Fee").2 The proposals contained no other contractual language regarding the amount or calculation of payment.
B. Avant's Billings
Full case includes Shepard's, Headnotes, Legal Analytics from Lex Machina, and more.
2022 Fla. App. LEXIS 6905 *; 47 Fla. L. Weekly D 2059
Avant Design Group, Inc., etc., Appellant/Cross-Appellee, vs. Aquastar Holdings LLC, etc., Appellee/Cross-Appellant.
Notice: NOT FINAL UNTIL DISPOSITION OF TIMELY FILED MOTION FOR REHEARING.
Prior History: [*1] An Appeal from the Circuit Court for Miami-Dade County, Abby Cynamon and Charles Johnson, Judges. Lower Tribunal No. 18-22242.
trial court, final judgment, damages, fraudulent, costs, vendor, parties, contractual, fair dealing, trial court's finding, individual defendant, breach of contract, implied covenant of good faith, cross-appeal, overcharged, proposals, billed, substantial evidence, factual findings, counterclaim, exaggerated, challenges, breached, willful, trial court's determination, reasonable attorney's fees, payment obligation, parties' contract, enter a judgment, actual damage
Civil Procedure, Trials, Jury Trials, Province of Court & Jury, Evidence, Admissibility, Statements as Evidence, Parol Evidence, Types of Evidence, Documentary Evidence, Appeals, Standards of Review, De Novo Review, Contracts Law, Contract Interpretation, Questions of Fact & Law, Substantial Evidence, Sufficiency of Evidence, Torts, Fraud & Misrepresentation, Actual Fraud, Remedies, Antitrust & Trade Law, Trade Practices & Unfair Competition, State Regulation, Scope, Consumer Protection, Deceptive & Unfair Trade Practices, State Regulation, Good Faith & Fair Dealing, Real Property Law, Liens, Nonmortgage Liens, Mechanics' Liens