GILMAN J. HALLENBECK AND LUMEN SALES, INC., A NEW YORK CORPORATION, APPELLANTS/CROSS-APPELLEES,
v.
RANGELINE SUPPLY CORPORATION, RANGELINE FEED AND PET CENTER, INC., A FLORIDA CORPORATION, W. STEVEN BRASWELL, AND STEVE BRASWELL, APPELLEES/CROSS-APPELLANTS

Fla. 4th DCA | 1997-06-18
No. 96-0886
DELL and STEVENSON, JJ., concur.
697 So. 2d 876 Florida District Court of Appeal, Fourth District (1997) Positive Treatment
Cited by 2 cases

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Synopsis

Hallenbeck appeals a judgment awarding Rangeline Supply pre-settlement damages in a business purchase dispute. The court affirmed the validity of the settlement agreement and awards of attorney's fees for enforcement and defending subsequent litigation, but reversed the award of pre-settlement damages, finding that a valid and unambiguous settlement agreement precludes examination of preliminary discussions or pre-settlement claims.


Holding

The court affirmed that the settlement agreement was valid, that Hallenbeck breached it by continuing litigation, and that Rangeline Supply was entitled to attorney's fees for enforcing the agreement and defending subsequent litigation. However, the court reversed the award of pre-settlement damages, holding that a valid and unambiguous settlement agreement precludes courts from looking beyond the agreement to examine preliminary discussions or pre-settlement claims. The court remanded for determination of Hallenbeck's appellate attorney's fees as the prevailing party on appeal.


Headnotes

[1] Settlement agreements are governed by contract rules and are highly favored.

[2] A court cannot look behind a valid and unambiguous settlement agreement to determine damages, as preliminary discussions are merged into the agreement.

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Key Quotes

“Settlement agreements are governed by contract rules and are highly favored.”

Establishes the legal framework and strong policy favoring settlement agreements in Florida law

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Facts & Procedural History

Hallenbeck, as one of several buyers, purchased a feed and pet supply business from Rangeline Supply and formed Rangeline Feed. When payments on the p…

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Opinion of the Court
COSTELLO, DEDEE S., Associate Judge.

COSTELLO, DEDEE S., Associate Judge.

Hallenbeek appeals from a judgment that awarded damages allegedly incurred prior to both parties entering into a settlement agreement. We affirm in part and reverse in part.

Hallenbeek, as one of several buyers, purchased a feed and pet supply business from Rangeline Supply and formed Rangeline Feed. When the payments were not made on the promissory note, Rangeline Supply sued to foreclose and Hallenbeek counterclaimed for fraud. After mediation, the parties settled all their differences. The settlement agreement provided that Rangeline Supply pay to Hallenbeek $900,000 and resume running the business. The agreement also provided that all litigation cease and that the prevailing party receive an award of attorney’s fees and costs in any litigation involving the agreement. Unfortunately, litigation did not end. Rangeline Supply resumed running the business, moved to enforce the settlement agreement, and complied with the settlement’s terms by paying monies into the court’s registry.

At first, Hallenbeek claimed that the settlement agreement was invalid, but ultimately filed a motion for enforcement. After a hearing, the trial judge found that the agreement was valid. It awarded Rangeline Supply attorney’s fees for the enforcement of the settlement agreement. It also awarded Rangeline Supply its attorney’s fees for defending against other litigation brought by Hallenbeek and filed subsequent to and in contravention of the settlement agreement. Finally, it awarded Rangeline Supply damages that it had allegedly incurred prior to the settlement agreement.

We affirm the trial court’s determination that the settlement agreement was valid as well as the trial court’s finding that Hal-lenbeck had breached the settlement agreement by continuing litigation against Range-line Supply. We also affirm the trial court’s award of attorney’s fees and costs incurred by Rangeline Supply in enforcing the agreement and in defending against the subsequent litigation brought by Hallenbeek. However, we reverse the finding as to the pre-settlement agreement damages.

Settlement agreements are governed by contract rules and are highly favored. See Robbie v. City of Miami, 469 So. 2d 1384, 1385 (Fla.1985). Although Rangeline Supply claimed that there were misrepresentations made by Hallenbeek, it never claimed that the misrepresentations caused them to be fraudulently induced into settling the case. Moreover, the trial court made no findings of fraud. Since the agreement was valid and unambiguous, the trial court erred in considering other evidence as to how the parties arrived at the agreed-to amount. See Fecteau v. Southeast Bank, 585 So. 2d 1005, 1007 (Fla. 4th DCA 1991). All preliminary discussions are merged into the settlement agreement and the court cannot look behind it or beyond it to determine damages since it found the agreement itself enforceable and valid.

Since we have reversed in part the damages to be set off against the amount owed to Hallenbeek and since the settlement agreement provides that the prevailing party is entitled to attorney’s fees, we must find that Hallenbeek has prevailed on appeal and is entitled to his reasonable appellate attorney’s fees.

We therefore remand for the trial court to determine the appropriate amount of attorney’s fees on appeal and for the entry of a judgment consistent with these findings.

AFFIRMED IN PART; REVERSED IN PART AND REMANDED.

DELL and STEVENSON, JJ., concur.


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Citator

Cited By

  • Ashley v. Marnie Gersten, 700 So. 2d 462 (Fla. 4th DCA 1997)
    …thout having to pay the agreed-upon consideration of $10,000. Settlement agreements are highly favored in Florida and will be enforced whenever possible. See Robbie v. City of Miami, 469 So. 2d 1384 (Fla.1985); Hallenbeck v. Rangeline Supply Corp., 697 So. 2d 876 (Fla. 4th DCA 1997). However, by dismissing the lawsuit with prejudice before defendant paid its policy limits, the trial court did not enforce the settlement, but rather sanctioned plaintiff for her noncompliance with the court’s order. Assuming a…

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