1045Fla.GULLIVER SCHOOLS, INC. v. SNAY Cite as 137 So.3d 1045 (Fla.App. 3 Dist. 2014)
prejudice was not concession on the merits and therefore not a judgment or functional equivalent of a confession of judgment un- der section 627.428); O.A.G. Corp. v. Bri- tamco Underwriters, Inc., 707 So.2d 785, 787 (Fla. 3d DCA 1998), abrogated on oth- er grounds by Caufield v. Cantele, 837 So.2d 371 (Fla.2002) (holding that insurer’s voluntary dismissal did not constitute an adjudication on the merits and therefore was not a judgment or the functional equivalent of a confession of judgment un- der section 627.428).
Because GEICO’s payment of the claim to the vehicle lienholder after Do filed suit against it was the functional equivalent of a confession of judgment in favor of Do, the trial court erred in denying an award of attorney’s fees to Do for prosecuting his suit pursuant to section 627.428.
Do, however, is not entitled to additional fees for time spent defending GEICO’s counterclaims because the order granting the motions to dismiss for failure to prose- cute was not a judgment, or the functional equivalent of a judgment, in Do’s favor. The order on appeal is therefore affirmed in part, reversed in part and remanded to the trial court for determination of the amount of the fees.
AFFIRMED IN PART, REVERSED IN PART AND REMANDED.
GULLIVER SCHOOLS, INC., a Florida corporation, and School Management Systems, Inc., a Florida corporation, Appellants,
Patrick SNAY, Appellee.
District Court of Appeal of Florida, Third District.
Feb. 26, 2014.
Background: School’s former headmaster filed motion to enforce settlement agree- ment with school, arguing that his state- ment to his college age daughter and her comment on social media, about school paying for her summer vacation, did not constitute a breach of confidentially provi- sion of settlement agreement. The Circuit Court, Miami–Dade County, Peter R. Lo- pez, J., granted motion, and school appeal- ed.
Holding: The District Court of Appeal, Wells, J., held that headmaster’s deposi- tion testimony that his conversation with his daughter was that his lawsuit against school was settled and he was happy with the results established a breach of confi- dentially provision of settlement agree- ment, and thus, he was not entitled to enforce the agreement.
Compromise and Settlement O20(1) Former headmaster’s deposition testi-
mony that his conversation with his col- lege age daughter was that his lawsuit against private school was settled and he was happy with the results established a breach of confidentiality provision of set- tlement agreement, and fact that head- master testified that he knew he needed to tell his daughter something did not ex- cuse this breach, and thus, he was not
1046 Fla. 137 SOUTHERN REPORTER, 3d SERIES
entitled to enforce the agreement; confi- dentiality provision of agreement stated that neither headmaster nor his wife would either directly or indirectly disclose to anyone (other than their lawyers or other professionals) any information re- garding the existence or the terms of the parties’ agreement.
Cole, Scott & Kissane, Scott A. Cole and Kristen A. Tajak, Miami, for appellants.
Kopelowitz Ostrow Ferguson Weisel- berg Keechl, Jonathan M. Streisfield, David L. Ferguson and Scott J. Weisel- berg, Fort Lauderdale, for appellee.
Before SHEPHERD, C.J., and WELLS and SCALES, JJ.
Gulliver Schools, Inc. appeals from a trial court order granting plaintiff Patrick Snay’s motion to compel enforcement of settlement agreement. The school main- tains Snay is precluded from enforcing the agreement because he violated a material term, the non-disclosure clause, when he disclosed to his daughter that his case against Gulliver was settled and he was happy with the result. We agree with the school and reverse.1
When Gulliver did not renew Snay’s 2010–2011 contract as the school’s head- master, Snay filed a two count complaint asserting causes of action for age discrimi- nation and retaliation under the Florida
Civil Rights Act. On November 3, 2011, the parties executed a general release and a settlement agreement for full and final settlement of Snay’s claims, with the school to pay $10,000 in back pay to Snay with ‘‘Check # 1’’; $80,000 to Snay as a ‘‘1099’’ with ‘‘Check # 2’’; and $60,000 to Snay’s attorneys with ‘‘Check # 3.’’
Central to this agreement was a detailed confidentiality provision, which provided that the existence and terms of the agree- ment between Snay and the school were to be kept strictly confidential and that should Snay or his wife breach the confi- dentiality provision, a portion of the settle- ment proceeds (the $80,000) would be dis- gorged:
13. Confidentiality TTT [T]he plaintiff shall not either directly or indirectly, disclose, discuss or communicate to any entity or person, except his attorneys or other professional advisors or spouse any information whatsoever regarding the existence or terms of this Agree- ment TTT A breach TTTwill result in disgorgement of the Plaintiffs portion of the settlement Payments.
Only four days after the agreement was signed, on November 7, 2011, Gulliver noti- fied Snay that he had breached the agree- ment based on the Facebook posting of Snay’s college-age daughter, wherein she stated:
Mama and Papa Snay won the case against Gulliver. Gulliver is now offi- cially paying for my vacation to Europe this summer. SUCK IT.2
1. Our standard of review is de novo. Gray v. D & J Indus. Inc., 875 So.2d 683, 683 (Fla. 3d DCA 2004) (‘‘The construction of a contract is a question of law for the courts to determine where the language used in the written con- tract is clear, unambiguous, and susceptible of only one interpretation.’’); see also Abel Homes at Naranja Villas, LLC v. Hernandez,
960 So.2d 891, 893 (Fla. 3d DCA 2007) (same).
2. Snay’s position was that he never told the daughter that he had ‘‘won’’ the case and the daughter did not go to Europe that summer, nor had she planned to do so. This, however, does not change our analysis.
1047Fla.GULLIVER SCHOOLS, INC. v. SNAY Cite as 137 So.3d 1045 (Fla.App. 3 Dist. 2014)
This Facebook comment went out to ap- proximately 1200 of the daughter’s Face- book friends, many of whom were either current or past Gulliver students.
Although the settlement agreement ex- pressly accorded Snay the unilateral right to revoke the agreement within seven days of its execution (that is, by November 10), Snay took no action to revoke the agree- ment despite Gulliver’s notification of breach.
On November 15, 2011, Gulliver sent a letter to Snay’s counsel, stating that it was tendering the attorney’s fees portion of the parties’ agreement but was not going to tender Snay’s portion because he had breached the confidentiality provision.3
That letter included a Joint Stipulation for Dismissal which reconfirmed in part that ‘‘the parties have settled this action,’’ and Snay signed off on it and returned it to Gulliver. The action was dismissed with a reservation of jurisdiction for enforcement of the settlement agreement.
On June 9, 2012, Snay filed his motion to enforce the settlement agreement, arguing that his statement to his daughter and her comment on Facebook did not constitute a breach. After giving Gulliver an opportu- nity to take the depositions of the Snays and their daughter, the court below con- ducted a hearing at which the parties agreed to rely on deposition testimony for the purposes of determining whether there had been a breach of the confidentiality provisions of the settlement agreement. Following that hearing, the court below entered an order finding that neither Snay’s comments to his daughter nor his daughter’s Facebook comments constitut- ed a breach of the confidentiality agree- ment. We disagree and reverse.
A settlement agreement must generally ‘‘be interpreted like any other contract.
That is, absent any evidence that the par- ties intended to endow a special meaning in the terms used in the agreement, the unambiguous language is to be given a realistic interpretation based on the plain, everyday meaning conveyed by the words.’’ McIlmoil v. McIlmoil, 784 So.2d 557, 561 (Fla. 1st DCA 2001).
It is axiomatic that the clear and unam- biguous words of a contract are the best evidence of the intent of the parties. See Murry v. Zynyx Mktg. Communica- tions, Inc., 774 So.2d 714 (Fla. 3d DCA 2000). Where contracts are clear and unambiguous, they should be construed as written, and the court can give them no other meaning. See Institutional & Supermarket Equip., Inc. v. C & S Re- frigeration, Inc., 609 So.2d 66, 68 (Fla. 4th DCA 1992). In construing a con- tract, the legal effect of its provisions should be determined from the words of the entire contract.
Khosrow Maleki, P.A. v. M.A. Hajianp- our, M.D., P.A., 771 So.2d 628, 631 (Fla. 4th DCA 2000); see Walgreen Co. v. Habi- tat Dev. Corp., 655 So.2d 164, 165 (Fla. 3d DCA 1995) (‘‘When a contract is clear and unambiguous, the court is not at liberty to give the contract ‘any meaning beyond that expressed.’ ’’ (quoting Bay Mgmt. Inc. v. Beau Monde, Inc., 366 So.2d 788, 791 (Fla. 2d DCA 1978))); see e.g. Spring Lake NC, LLC v. Figueroa, 104 So.3d 1211, 1214 (Fla. 2d DCA 2012) (‘‘If a contract provi- sion is clear and unambiguous, a court may not consider extrinsic or parol evidence to change the plain meaning set forth in the contract.’’ (quoting SCG Harbourwood, LLC v. Hanyan, 93 So.3d 1197, 1200 (Fla. 2d DCA 2012))).
In this case, the plain, unambiguous meaning of paragraph 13 of the agreement between Snay and the school is that nei- ther Snay nor his wife would ‘‘either di-
3. It later tendered the back wages ($10,000) portion of the agreement.
1048 Fla. 137 SOUTHERN REPORTER, 3d SERIES
rectly or indirectly ’’ disclose to anyone (other than their lawyers or other profes- sionals) ‘‘any information’’ regarding the existence or the terms of the parties’ agreement.
Because Snay’s deposition testimony that ‘‘[m]y conversation with my daughter was that it was settled and we were happy with the results,’’ establishes a breach of this provision, the court below should have denied his motion for enforcement of the agreement.4 The fact that Snay testified that he knew he needed to tell his daugh- ter something did not excuse this breach. There is no evidence that he made this need known to the school or to his or its attorneys so that the parties might ham- mer out a mutually acceptable course of action in the agreement. Rather, before the ink was dry on the agreement, and notwithstanding the clear language of sec- tion 13 mandating confidentiality, Snay vi- olated the agreement by doing exactly what he had promised not to do.5 His daughter then did precisely what the confi- dentiality agreement was designed to pre- vent, advertising to the Gulliver communi- ty that Snay had been successful in his age discrimination and retaliation case against the school.
Based on the clear and unambiguous language of the parties’ agreement and Snay’s testimony confirming his breach of its terms, we reverse the order entered below granting the Snays’ motion to en- force the agreement.
Ronald L. FOX, Appellant,
STATE of Florida, Appellee.
District Court of Appeal of Florida, Second District.
Feb. 26, 2014.
Appeal pursuant to Fla. R.App. P. 9.141(b)(2) from the Circuit Court for Polk County; Michael E. Raiden, Judge.
Ronald L. Fox, pro se.
Pamela Jo Bondi, Attorney General, Tal- lahassee, and, Cerese Crawford Taylor, Assistant Attorney General, Tampa, for Appellee.
4. The significance of this provision is evi- denced by the fact that Snay’s entitlement to a significant sum of money is expressly condi- tioned on his compliance with this provision. It is also highlighted by the ramifications vis- ited on Gulliver as a consequence of Snay’s breach/disclosure when his daughter commu- nicated to 1200 people, many associated with Gulliver, that Snay had been justified in his discrimination and retaliation claims.
5. According to Snay he knew the litigation was important to his daughter and he knew he would have to tell her something about its resolution. So moments after signing the agreement, he had a conversation with his wife, and they agreed to inform their daugh- ter that the case was settled and they were happy with the result. Snay explained:
What happened is that after settlement my wife and I went in the parking lot, and we had to make some decisions on what we were going to tell my daughter. Because it’s very important to understand that she was an intricate part of what was happen- ing. She was retaliated against at Gulliver. So she knew we were going to some sort of mediation. She was very concerned about it. Because of what happened at Gulliver, she had quite a few psychological scars which forced me to put her into therapy.
So there was a period of time that there was an unresolved enclosure for my wife and me. It was very important with her. We understood the confidentiality. So we knew what the restrictions were, yet we needed to tell her something.