[PUBLISH]
IN THE UNITED STATES COURT OF APPEALS
FILED
FOR THE ELEVENTH CIRCUIT U.S. COURT OF APPEALS
ELEVENTH CIRCUIT
________________________ APRIL 24, 2002
THOMAS K. KAHN
CLERK
No. 01-12976
________________________
D. C. Docket No. 95-30412-CV-3-LAC
FRANKENMUTH MUTUAL INSURANCE COMPANY,
Plaintiff-Appellee,
Cross-Appellant,
versus
ESCAMBIA COUNTY, FLORIDA,
Defendant-Appellant,
Cross-Appellee.
________________________
Appeals from the United States District Court
for the Northern District of Florida
_________________________
(April 24, 2002)
Before BARKETT, HULL and KRAVITCH, Circuit Judges.
BARKETT, Circuit Judge:
The Board of County Commissioners of Escambia County, Florida (“the
County”) appeals from a summary judgment in favor of Frankenmuth Mutual
Insurance Company (“Frankenmuth”). The summary judgment order declared
enforceable a computer lease-purchase agreement (“the Lease”) between the
County and Unisys Leasing Corporation, Frankenmuth’s predecessor in interest.
Frankenmuth cross-appeals the district court’s denial of its motion for costs and
attorneys’ fees. We AFFIRM the summary judgment declaring the Lease
enforceable and REVERSE the denial of Frankenmuth’s motion for attorneys’ fees
and costs.
FACTS
In 1992, the Escambia County Comptroller, Joe Flowers, signed a lease-
purchase agreement with Unisys Leasing Corporation to lease a mainframe
computer. In subsequent years, he added additional computer equipment and an
imaging system to the Lease under a series of lease schedules. Paragraph 21 of the
lease-purchase agreement contained a “non-appropriation clause,” which provided
that the agreement would terminate in any given year if the “legislative body or
funding authority” should fail to appropriate funds to make the Lease payments.1
Additionally, paragraph 21 contained a non-substitution clause, which provided
1
The non-appropriation clause allowed the County to be released from the lease if certain
conditions were met, including lack of funding for the lease from any source, proper notice,
return of equipment in substantially the same condition in which it was received, payment of any
amount due under the lease during the appropriations period in which the default occurred,
forfeiture of any security deposits, and payment of any termination charges.
2
that in the event the County refused to appropriate the requisite funds (“non-
appropriation”), the County agreed not to purchase or rent any substitute computer
equipment for the balance of the appropriation period and for one full period
following the termination of the agreement. In a separate addendum, the agreement
provided that nothing in the Lease would be construed to constitute a pledge of ad
valorem taxes and that, in the event of default, the lessor had no right to compel the
County to appropriate funds to make the lease payments.
Flowers made scheduled payments under the lease-purchase agreement for
several years without incident, during which the computer equipment was used for a
variety of municipal functions, including county payroll and central data processing
services, and to service the Road, Mass Transit and Solid Waste Departments. For
the years 1992, 1993, and 1994, Flowers submitted his budget requests to the
County and included in the Comptroller’s budget a line item for “Debt Service on
Computer Equipment.”2 Each year the County approved in excess of $300,000.00
to cover this expenditure without any specific inquiry into the details of the lease
agreement. During this period, Unisys conveyed its interest in the Lease to Chicorp
Corporation, and Chicorp subsequently conveyed its interest in the Lease to
Frankenmuth.
2
The budgets that Flowers submitted requested $301,563.00 for the computer leases in
1992, $304,561.00 in 1993, and $304,113.00 in 1994.
3
In early 1994, the County began studying the advisability of a county-wide
computer network. Flowers suggested integrating the County’s computer network
with the Comptroller’s system, and provided the County with information about the
Unisys equipment, although he did not send to the County specific information
regarding the terms of the lease with Unisys. The County affirmed the decision to
integrate the systems at a public meeting held on June 28, 1994.
Later in 1994, the County lost millions of dollars in bad derivative
investments made by Flowers’ office. Flowers was criminally indicted for various
acts of malfeasance, one of which was his decision to enter into the Lease with
Unisys without County approval. Flowers pled no contest and resigned from office.
In 1995, the Florida legislature abolished the Escambia County Office of the
Comptroller, and the Escambia County Clerk of the Circuit Court, Ernie Lee
Magaha, became responsible for the constitutional duties formerly held by the
Office of Comptroller. Magaha and the County reviewed the Lease and determined
that the County should reject the Lease because the Unisys equipment was too old,
expensive, and ineffective to serve the County’s needs. Consequently, in mid-1995,
the County notified Frankenmuth that it would not make its remaining Lease
payments for that year and that the Lease was void and unenforceable because
Flowers had not been authorized to enter into the agreement without County
4
approval, and he had failed to secure such approval.
In September 1995, Frankenmuth brought this lawsuit seeking both a
declaration that the Lease was valid and enforceable and an injunction prohibiting
the County from breaching the agreement. During the discovery period, the County
purchased a replacement computer system, and Frankenmuth amended its claim to
seek only declaratory relief. All parties moved for summary judgment. The district
court ruled in part for Frankenmuth, finding that although the non-substitution
clause in the Lease was void and unenforceable under Article VII, § 12 of the
Florida Constitution,3 the clause was severable, and, because the County had
ratified the Lease, the contract was enforceable without the non-substitution clause.
The County appealed the district court’s decision and this Court certified two
questions to the Florida Supreme Court, namely: (1) whether a county board of
commissioners may approve a lease-purchase agreement under Fla. Stat. ch.
3
Article VII, § 12, prohibits ad valorem taxes from being used for this purpose. It reads:
Counties, school districts, municipalities, special districts and local governmental
bodies with taxing powers may issue bonds, certificates of indebtedness or any
form of tax anticipation certificates, payable from ad valorem taxation and
maturing more than twelve months after issuance only:
(a) to finance or refinance capital projects authorized by law and only when
approved by vote of the electors who are owners of freeholds therein not wholly
exempt from taxation; or
(b) to refund outstanding bonds and interest and redemption premium thereon at
a lower net average interest cost rate.
5
125.031 absent formal resolution,4 and, if so, what standards guide consideration of
whether such an approval has occurred; and (2) whether the non-substitution clause
contained in the Lease violates Article VII, § 12 of the Florida Constitution.
Frankenmuth v. Magaha, 769 So.2d 1012 (Fla. 2000). The Florida Supreme Court
ruled that a county board may approve an agreement absent an express resolution,
and outlined a three-part test for determining whether, under Fla. Stat. ch. 125.031,
a Board has ratified an agreement after the fact (“the Frankenmuth test”). The
Florida Supreme Court also ruled that the non-substitution clause violated the
Florida Constitution and was therefore unenforceable.5
In accordance with the Florida Supreme Court’s decision, this Court vacated
the district court’s original summary judgment in favor of Frankenmuth, and
remanded the case for a determination of whether the County had ratified the
agreement under the Frankenmuth test, and was therefore liable under the contract.
On remand, the district court again held that the unconstitutional non-substitution
4
Fla. Stat. ch. 125.031 gives the County general authority to contract for goods, services,
and equipment needed for a public purpose as long as the contract does not exceed thirty years.
5
The Florida Supreme Court explained that “the inclusion of the nonsubstitution clause
may be viewed as compelling the lessee to continue to appropriate funds throughout the full
lease term, thereby rendering the optional features of the nonappropriation and nonrenewal
clauses illusory. . . . [A] non-substitution clause may render a non-appropriation clause illusory,
thereby requiring a lease to undergo Article VII, § 12 voter referendum.” Frankenmuth, 769
So.2d at 1024.
6
clause was severable, and therefore did not invalidate the entire lease. The court
concluded that the County had ratified the agreement under the Frankenmuth test
and that, accordingly, the contract was enforceable against the county. The district
court further held that neither Escambia nor Frankenmuth was entitled to attorneys’
fees. The County now appeals, arguing that the district court erred in concluding
both that the non-substitution clause was severable and that the county had ratified
the lease agreement. Frankenmuth cross-appeals from the denial of its motion for
attorneys’ fees and costs.
The interpretation of an agreement under traditional contract principles is a
question of law subject to de novo review. See Brewer v. Muscle Shoals Bd. of
Educ., 790 F.2d 1515, 1519 (11th Cir. 1986). We review a district court’s decision
interpreting a contractual attorneys’ fee provision de novo. BankAtlantic v. Blythe
Eastman Paine Webber, Inc., 955 F.2d 1467, 1477 (11th Cir. 1992).
DISCUSSION
I. The County’s Appeal
The Florida Supreme Court held that the non-substitution clause in the Lease
violates the Florida Constitution. Frankenmuth, 769 So.2d at 1023. Accordingly,
unless the non-substitution clause is severable, the Lease is not enforceable. The
County first argues that the district court erred in concluding that the Lease’s non-
7
substitution clause is severable. The County further argues that, even if the non-
substitution clause is severable, the district court erred in finding that the County
ratified the Lease. We first address the severability question.
A. Whether the Lease’s Non-Substitution Clause Is Severable
In determining whether a contract provision is severable, Florida courts look
to the entirety of the agreement. Wilderness Country Club v. Groves, 458 So.2d
769, 771 (Fla. 2d Dist. Ct. App. 1984) (“[A] contract is indivisible where the entire
fulfillment of the contract is contemplated by the parties as the basis of the
arrangement.”) (quoting Local No. 234 v. Henley & Beckwith, 66 So.2d 818 (Fla.
1953)). On review of a bilateral contract6 such as the one at issue here, the
governing rule is that
a bilateral contract is severable where the illegal portion of the
contract does not go to its essence, and where, with the illegal portion
eliminated, there still remains of the contract valid legal promises on
one side which are wholly supported by valid legal promises on the
other.
Williston on Contracts, rev. ed., Vol. 6, § 1782; see also Vineberg v. Brunswick
Corp., 391 F.2d 184, 186 (5th Cir. 1968) (“[a]n illegal contract provision, or one
contrary to public policy, when invalidated, will be severed from the remainder of
6
Black’s Law Dictionary defines a bilateral contract as “[a] contract in which each party
promises a performance, so that each party is an obligor on that party’s own promise and an
obligee on the other’s promise.” Black’s Law Dictionary 319 (7th ed. 1999).
8
the contract if it is possible to do so without leaving the remainder of the contract
meaningless.”)7; Wilderness, 458 So.2d at 771 (a bilateral contract is severable
where the illegal provision does not go to its essence). Whether a contract is entire
or divisible depends upon the intention of the parties. Ireland v. Craggs, 56 F.2d
785 (5th Cir. 1932). The parties’ intention is a matter that may be determined “by a
fair construction of the terms and provisions of the contract itself, and by the subject
matter to which it has reference.” 12 Am. Jur. 2d, Contracts, § 415.
Here, the fact that the contract itself contains a severability provision
demonstrates that the parties intended for the contract to be severable.8
Furthermore, the non-substitution clause does not go to the essence of the contract.
The primary promises between the parties remain unchanged in the absence of this
clause: the County agreed to pay in excess of $300,000.00 each year to lease the
computer equipment, and Frankenmuth and Unysis continued to supply the City
with official title to the property and use of the equipment for the lease term. In this
case, the non-substitution clause did not go to the essence of the contract between
7
In Bonner v. Prichard, 661 F.2d 1206, 1209 (11th Cir. 1981) (en banc), the Eleventh
Circuit adopted as binding precedent all Fifth Circuit decisions handed down prior to the close of
business on September 30, 1981.
8
Paragraph 30 of the contract reads: “Severability: Any provision of this Lease which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the
extent of such prohibition or unenforceability, without invalidating the remaining provisions
hereof. To the extent permitted by applicable law, Lessee hereby waives any provision of law
which prohibits or renders unenforceable any provision hereof in any respect.”
9
the parties. The essential terms remain intact without the non-substitution clause
and the remainder of the contract remains meaningful and viable. Thus, the district
court did not err in determining that the non-substitution clause in this lease was
severable.
Having found that the district court correctly determined that the non-
substitution clause was severable, we turn to the question of whether the county
ratified the lease-purchase agreement.
B. Whether the County Ratified the Lease Purchase Agreement
In Frankenmuth v. Magaha, the Florida Supreme Court established a three-
part test to determine whether a county has ratified an agreement within the
definition of Fla. Stat. ch. 125.031:
First, a board of county commissioners must have the power to
approve the agreement. Second, a board of county commissioners
must ratify [the] . . . agreement in the same manner in which the
agreement would have been initially approved. For example, as we
stated above, the approval must be made in accordance with the
“Sunshine Law.” Additionally, where a charter or ordinance requires a
board of county commissioners to take action in a specified manner,
such as by passing a formal resolution (unlike the circumstances here),
then an after-the-fact approval must satisfy the specified manner to be
valid. Finally, in ratifying the agreement in the same manner in which
it initially could have been approved, a board of county
commissioners must have full knowledge of the material facts relative
to the agreement.
Frankenmuth, 769 So.2d at 1022-23. The County argues that none of the three
10
prongs of the Frankenmuth test can be satisfied, and thus, that the district court
erroneously concluded that the County ratified the agreement. We discuss each part
of the test in turn.
1. Whether the County Had Authority to Enter into the Lease
The County’s only argument regarding the first prong of the Frankenmuth
test is that the County did not have the authority to enter into the Lease because the
non-substitution clause in the agreement violated Article VII, § 12 of the Florida
Constitution. In other words, the County argues that it could not have ratified the
contract because it could not have ratified the non-substitution clause absent a voter
referendum as required by Article VII, § 12 of the Florida Constitution. As
discussed in Part A, supra, we agree with Frankenmuth that the illegal lease term
was a severable or non-essential part of the agreement, and therefore the County
could have approved the agreement pursuant to its authority under Fla. Stat. ch.
125.031. We recognize that in Frankenmuth, the Florida Supreme Court indicated
that a government entity commits an ultra vires act when it enters into a contract
that violates its constitutional obligations, and in this case the Florida Supreme
Court concluded that the non-substitution clause conflicted with the constitutional
requirement that the County conduct a voter referendum before entering into a
contract that would require a levy of taxes to satisfy its obligations. See
11
Frankenmuth, 769 So.2d at 1022 (explaining that a city government may not enter
into an agreement that purports to contract away the city’s police powers); P.C.B.
Partnership v. City of Largo, 549 So.2d 738, 740 (Fla. 2nd Dist. Ct. App. 1989)
(same). However, unlike P.C.B., where the purpose of the contract was itself
unconstitutional, the unconstitutional non-substitution clause here was not a central
part of the Lease. Here, the Lease payment terms and schedule were the central
parts of the agreement. The non-substitution clause merely served as a
supplementary penalty provision that was designed to discourage the County from
deciding to cancel the lease before its full term. Therefore, the district court
properly ruled that the County’s ratification of the agreement was within the
County’s authority under Fla. Stat. ch. 125.031, and that Frankenmuth had satisfied
its burden under the first prong of the ratification test.
2. Whether the County Ratified the Agreement in the Same Manner
in which the Agreement Would Have Been Initially Approved
The district court concluded that the only statutory requirement necessary for
the County to lawfully approve the Lease in the first instance was compliance with
the Florida Sunshine law. Because the County reviewed the lease arrangement and
agreed to continue using the leased computer systems at public meetings in May
and June 1994, the district court concluded that the County had complied with the
12
Sunshine Law. We find no error in this conclusion.
Florida law does not require that the County issue a formal resolution to enter
into a lease agreement. Conceding that no rule requires that a contract be approved
by formal vote or resolution, the County nonetheless argues that common law
requires some functional equivalent to establish that the County intended to adopt
the lease-purchase agreement. However, the Florida Supreme Court has not
articulated any specific requirement for such a functional equivalent. Indeed, in
explaining the second prong of the Frankenmuth test, the Florida Supreme Court
stated:
In its opinion, the federal district court defined “approve” as “to have
or express a favorable opinion of” or “to accept as satisfactory.” In
addition to the definition adopted by the federal district court, the
dictionary definition of “approve” also includes “to give formal or
official sanction to.” Thus, the dictionary shows that the term
“approve” may consist of either an informal or formal expression of
assent.
Frankenmuth, 769 So.2d at 1020 (internal citations omitted). The County voted in
June 1994 to adopt a computer networking plan that used the leased equipment.
Whether deemed to be a formal or informal expression, there is no question that this
action signified the County’s assent to the use of the leased equipment.
The County, however, argues that before it can assent to any contract, either
formally or informally, Florida law requires that the specific terms and conditions
13
of the contract be presented to the county commission at its public meeting. We are
unable to find support in the cases cited by the County, or in Florida law generally,
for such a proposition. For example, the County’s reliance on Hoskins v. City of
Orlando, 51 F.2d 901 (5th Cir. 1931) is misplaced. In Hoskins, the mayor of the
city of Orlando had signed a lease for an apartment building. Id. at 902. That lease
was later repudiated by the city. Id. The court invalidated the lease because it had
not been made for a legitimate municipal purpose and was thus beyond the city’s
power. Id. at 904-05. Furthermore, unlike the case at bar, the lease at issue in
Hoskins involved real property and thus implicated specific statutory requirements,
including the unanimous vote of the city council. Id. While the city council had
initially approved the lease unanimously, the lease ultimately signed by the mayor
was so different from the original lease “as to amount to another transaction.” Id. at
906.
Ramsey v. City of Kissimmee, 190 So.2d 474 (Fla. 1939), is likewise
inapplicable. There, the court held that the city had not ratified an engineering
contract because the city charter expressly required that all such contracts “be
evidenced by resolution or ordinance.” Id. at 112. Thus, ratification under that city
charter was not possible absent formal resolution. There is no evidence in this case
that Escambia County’s Code requires a similar formal resolution to approve or
14
ratify a contract. Frankenmuth, 769 So.2d at 1021.9
We conclude that the district court did not err in determining that the
County’s ratification of the lease complied with the Florida Sunshine Law and that
such compliance was the only statutory requirement necessary for the County to
lawfully approve a contract. Since the Board in 1994 initially considered whether
to integrate the Unisys system into its new computer network at a public meeting,
and ultimately agreed to adopt a technology plan that included this equipment at a
public meeting, the approval process satisfied the Sunshine Law’s requirements.10
Thus, the district court did not err in finding that the County had informally or
implicitly adopted the lease agreement at these public meetings “in the same
9
The County also relies on Town of Madison v. Newsome, 22 So. 270 (Fla. 1897), which
is likewise inapposite. The Newsome Court rejected an argument that the town had ratified a
fixed-term employment contract for a night watchman. In that case, the town council had
continued to approve the item listed as the watchman’s compensation each month. However,
this was the same compensation which had been paid to each of the plaintiff’s predecessor night
watchmen who had not been employed under a fixed-term contract and there had been nothing in
the record by which the council could have realized that there had been any change in the status
of the night watchman solely from his monthly compensation. Newsome turns on a question of
knowledge, the third prong of the Frankenmuth test, rather than the manner of ratification, the
second prong.
10
The County alternatively argues that the 1994 meetings cannot be used to satisfy the
Sunshine Law requirement, as the County was not aware of all of the material terms of the lease
purchase agreements at these meetings and, consequently, they do not count as part of the formal
review process. This argument, however, misses the mark. The Sunshine Law requires only that
the approval of the lease occur in public and has no relevance to the level of information that the
County must have in order to enter into a contractual agreement. The inquiry into whether the
County was aware of the material terms of the agreement is more properly considered under the
third prong of the ratification test. Frankenmuth, 769 So.2d at 1022.
15
manner in which the agreement would have been initially approved.”
3. Whether the County Was Aware of the Material Terms of the
Lease
The final prong of the Frankenmuth test requires the Board to have been
aware of the agreement’s material terms at the time it adopted or accepted the lease
agreement. Frankenmuth, 769 So.2d at 1022-23 (“[w]henever . . . [an entity] is
sought to be held liable on the ground of ratification, either express or implied, it
must be shown that he ratified upon full knowledge of all material facts.”). The
district court concluded that the County had “full knowledge of the material terms”
of the computer lease because: (1) over a three year period, the County had
approved the Comptroller’s budget, which consistently included a line item
requesting funding for the lease payments; (2) the County had voted to change its
technology plan to include the Unisys computer systems; and (3) in two separate
audits, an independent auditing company had informed the County that it appeared
that an official in its employ had entered into an unauthorized lease, and the County
failed to investigate or repudiate the lease. The County argues that it was not aware
of all of the material terms of the lease-purchase agreement because: (1) it was
unaware of the non-substitution clause; (2) some equipment and pricing terms were
added to the agreement after the 1994 meetings; and (3) it voted to use the computer
systems without knowledge of the high financing costs associated with the lease
16
agreement.
The record reflects that between 1993 and 1994, the County was fully aware
of the equipment and costs associated with the lease. Specifically, in August 1993,
Flowers sent the Board Chairman and members of the Board a letter informing them
about the installation of the Unisys mainframe computer, describing the computer’s
components, and disclosing his relationship with Unisys. Later, in May 1994,
Flowers sent the County Board a letter indicating that the equipment had been
updated, and suggesting that the County integrate his computers with the County’s
other computers to create an area network. By the June 1994 Commission meeting,
when the Commission affirmed the plan to integrate the Comptroller’s computer
system into the County’s network, the County Commissioners knew that Flowers
had acquired new computer equipment and they knew about the characteristics of
that equipment. Moreover, the County approved budget expenditures to pay the
Lease for three consecutive years between 1992 and 1994, and therefore generally
knew about the Lease’s costs. Although the County correctly points out that the
costs that Flowers budgeted for computer equipment before Flowers signed the
Unisys Lease were substantially similar to the cost budgeted after he signed that
particular lease, there is no question that the Commission was aware of the new
lease because Flowers informed the County that he had acquired new computer
17
equipment in his letter of August 1993.
We are satisfied that the evidence supports the conclusion that the County
was aware of the material terms of the lease, both because of the information
specifically presented to the Commission and because the actual lease was at all
times available to the Commission for reference. While Frankenmuth stated that
the ratifying body “is charged only upon a showing of full knowledge” and not
because it had information before it that should have prompted an inquiry, it further
recognized that sometimes a petitioner can show that a party ratified an agreement
because he “was willfully ignorant, or purposely refrained from seeking
information, or that he intended to adopt the unauthorized act [or agreement] at all
events, under whatever circumstances.” Frankenmuth, 769 So.2d at 1022 (emphasis
added). The evidence in this case suggests that the County intended to adopt the
Lease regardless of its terms, as it made a long term commitment to use the
equipment when it integrated the system into its network without inquiring into the
Lease’s specific financing requirements or penalties. Also, the County consistently
granted the Comptroller funds to make the Lease payments for the three years
before this dispute, and only challenged the arrangement after discovering that
Flowers had committed other errors in running the Comptroller’s office and
deciding that he should be removed. Approval of the Comptroller’s budget alone
18
may not have been enough to prove an intent to ratify the lease agreement,
particularly given the similarity of the pre- and post- Unisys lease budget requests.
Nevertheless, the budget approval, combined with the facts that the County knew
Flowers had acquired a new computer system and agreed to integrate this system
into its own computer system, is sufficient to prove intent to ratify. In sum, the
evidence clearly supports the conclusion that the County intended to be bound by
the agreement. Consequently, the Board’s actions show that it made itself aware of
the material aspects of the agreement that it believed were of primary concern, and
therefore its actions satisfy the third part of the Frankenmuth test.
II. Frankenmuth’s Cross-Appeal
In its cross-appeal, Frankenmuth argues that the district court erred by using
a statutory “prevailing party” analysis to deny its motion for attorneys’ fees and
costs. Frankenmuth argues that it was entitled to attorneys’ fees and costs under the
terms of the lease and that the lease grants attorneys’ fees under a less stringent
standard than the statutory “prevailing party” test. Paragraph 6 of the lease
agreement provides that “Lessee shall pay Lessor all costs and expenses, including
reasonable attorneys’ fees, incurred by Lessor in enforcing any terms, conditions, or
provisions of this Lease.” In denying Frankenmuth’s request for attorneys’ fees, the
court made no reference to the fee-shifting provision contained in the lease. The
19
court simply stated, “[i]t is further the judgment of this Court that neither Plaintiff
nor Defendant Escambia County has prevailed in this action for the purposes of an
award of attorneys’ fees and costs.”
Under Florida law, a “ contractual attorney’s fee provision must be strictly
construed.” B & H Constr. & Supply Co. v. District Bd. of Trustees of Tallahassee
Cmty. Coll., Fla., 542 So.2d 382, 387 (Fla. 4th Dist. Ct. App. 1989). Determining
whether to grant fees pursuant to a contractual provision is a separate and distinct
inquiry from the statutory “prevailing party” analysis that is otherwise used to
disburse fee awards. Fixel Enterprises v. Theis, 524 So.2d 1015 (Fla. 1988)
(refusing to apply prevailing party standard when contract granted attorneys’ fees to
“prevailing party” because contract standard was separate and distinct from
statutory prevailing party inquiry); First Atlantic Bldg. Corp. v. Neubauer Constr.
Co., 352 So.2d 103 (Fla. 4th Dist. Ct. App. 1977) (recognizing that attorneys’ fee
provision in a contract provided for a different standard than the prevailing party
analysis).
We review the district court’s denial of attorneys’ fees for abuse of
discretion. In re Application to Adjudge Trinity Industries, Inc., 876 F.2d 1485,
1496 (11th Cir. 1989). From the district court’s brief discussion of this issue, it is
impossible to determine whether the court erroneously relied on the statutory
20
prevailing party standard or properly applied the contract terms in rejecting
Frankenmuth’s request for fees. Id. (remanding issue of denial of fees because “it is
impossible for us to discern the correctness of the district court’s judgment”). We
therefore remand for determination of whether Frankenmuth is entitled to attorneys’
fees pursuant to the lease provision.
CONCLUSION
In summary, we AFFIRM the summary judgment in favor of Frankenmuth
but VACATE and REMAND the district court’s decision denying Frankenmuth
attorneys’ fees and costs for clarification.
21