Opinion
Case No. 6D23-44
05-05-2023
FIDDLESTICKS COUNTRY CLUB, INC., a Florida Not for Profit Corporation, Appellant, v. Lee SHAW, Lowell D. Hamric and Katherine M. Hamric, Lloyd Mullin and Nancy Jamieson-Mullin, Phillip Allen, Jr., Jeffrey Little, Alan Foster, Corkey Grey, Donna Mullen, Rocky Passintino, et al., Appellees.
Steven L. Brannock, Ceci C. Berman, and Sarah C. Pellenparg, of Brannock Berman & Seider, Tampa, for Appellant. Frank A. Shepherd, of Frank A. Shepherd, P.A., Miami, for Amicus Curiae, National Club Association. Scott A. Beatty and Richard Mancini, of Henderson, Franklin, Starnes & Holt, P.A., Naples, for Appellees.
Steven L. Brannock, Ceci C. Berman, and Sarah C. Pellenparg, of Brannock Berman & Seider, Tampa, for Appellant.
Frank A. Shepherd, of Frank A. Shepherd, P.A., Miami, for Amicus Curiae, National Club Association.
Scott A. Beatty and Richard Mancini, of Henderson, Franklin, Starnes & Holt, P.A., Naples, for Appellees.
SASSO, C.J.
Fiddlesticks Country Club, Inc. ("the Club") appeals the order granting summary judgment in favor of Lee Shaw, Lowell D. Hamric and Katherine M. Hamric, Lloyd Mullin and Nancy Jamieson-Mullin, Phillip Allen, Jr., Jeffrey Little, Alan Foster, Corkey Grey, Donna Mullen, Rocky Passintino, Vernon Smedley, William Wefel, and Jeffrey Wood (collectively the "Homeowners"). At issue is whether the trial court erred in determining that each Homeowner had a vested contractual right to the terms of the Club's bylaws in place at the time the Homeowners purchased Equity Certificates, such that the Club was prohibited from levying a non-refundable $9,000 assessment against them. Because the original bylaws provided for amendment, we agree with the Club that the trial court erred. As a result, we reverse.
This case was transferred from the Second District Court of Appeal to this Court on January 1, 2023.
FACTS AND PROCEDURAL BACKGROUND
The Club and its Bylaws
Fiddlesticks subdivision is a deed-restricted residential golfing community located within Lee County, Florida. Established as the homeowners’ association for Fiddlesticks, the Club owns the community's common elements and operates by offering golf and other amenities to its members. The members’ rights, duties, and obligations with respect to the Club are subject to the Club's governing documents, which include the declaration of covenants and restrictions. That document provides that any person or entity purchasing a lot within the community agrees to be a member of the club and is subject to the Club's bylaws and rules.
The entirety of the Club's bylaws are, and have always been, subject to amendment by majority vote. With this critical aspect of the bylaws highlighted, additional terms of the bylaws relevant to this appeal are as follows:
Upon acquiring title to a lot or home within the Fiddlesticks Community, each owner must buy into the Club by purchasing an Equity Certificate. The price and terms of the purchase and redemption ("redemption rates") of the Certificate are also provided for in the bylaws and have varied over the years. For members buying before 2000, the member's buy-in was fully refundable when the member sold his or her interest in the Club plus 100% of all paid-in assessments. For members purchasing Certificates between 2000 and 2018, the buy-in was refundable at 80% plus 100% of all paid-in assessments. For those buying after 2018, the terms of the buy-in and redemption were set by the board of directors of Fiddlesticks ("the Board").
The bylaws also provide for general, special, and member-approved assessments, which are sums of money payable to the Club by its members. Historically, the Club had refunded assessments at 100% upon sale of a member's Equity Certificate. However, in 2012, the Board proposed a bylaw amendment to make future assessments non-refundable. As proposed, the amendment operated prospectively, applying only to assessments issued after it went into effect. Specifically, the amendment provided:
Prior to January 1, 2013, the amount of any such assessment shall be added to and be in addition to the Member's Equity already paid in, and shall be refunded at 100% to said Member upon termination of equity membership in accordance with the provisions of these Bylaws. After January l, 2013, any future assessments will neither be refunded nor will the assessments be added to the equity fee.
The Board presented this proposed amendment to the members who passed it by majority vote. The amendment went into effect on January 1, 2013.
The 2018 Assessment
In June 2018, the Club proposed a $9,000 assessment ("the Assessment") to reduce the membership entry fee and make the Club more comparable to other clubs. In support of the proposed Assessment, the Club provided its members with a brochure explaining the economic forces driving the need for the Assessment and the benefits of adopting it. The proposal permitted the members to choose when to pay it: members could pay the Assessment immediately or could wait anytime up until they sold their membership in the Club. The proposal provided that if a member had not funded the Assessment by the time they sold, the Club would deduct the Assessment from any amounts it owed to the member, such as the amount it owed for the refund of the member's Certificate.
The Board submitted the Assessment to the membership, and it passed as proposed by a vote of 225 to 196. The Assessment went into immediate effect.
The Lawsuit
The following year, on July 31, 2019, the Homeowners filed a complaint for declaratory judgment. In their complaint, the Homeowners alleged that when each homeowner purchased their Equity Certificate, the terms of their equity membership became vested contractual rights, which included their right to a full refund of all assessments upon the termination/transfer of their equity membership. In the same vein, the Homeowners alleged that the $9,000 nonrefundable Assessment passed by the membership diminished the value of their Equity Certificates by lowering the redemption price. Finally, the Homeowners alleged that the $9,000 Assessment violated section 720.306(1)(c), Florida Statutes, in that it effectively increases the proportion or percentage by which a parcel shares in the common expenses of the Club without the joinder of all the affected parcel owners and lien holders.
Ultimately, the parties filed competing motions for summary judgment. Differing somewhat from the initial framing of the issue, the Homeowners’ motion for summary judgment alleged that they were entitled to a declaration that the Club's efforts to devalue the Homeowners’ membership through an assessment are invalid because these efforts violate the Homeowners’ vested contractual rights. In support, the Homeowners alleged that their right to the promised refund upon termination of their Equity Certificates is a vested right not subject to amendment except by mutual consent of the parties.
By contrast, the Club argued that summary judgment was proper as to the Homeowners’ claims of a violation of section 720.306, contending that the statute was inapplicable to the Assessment. Finally, the Club argued that summary judgment was proper as to the Homeowners’ request for a declaration that the Club violated their vested contractual rights, asserting that the equity redemption rates were provided by the Club's bylaws, which were amendable, and therefore did not vest contractual rights in the Homeowners.
The Trial Court's Order
In its final order, the trial court accepted the Homeowners’ argument and reasoning. The trial court determined, inter alia, that: 1) the Homeowners had a vested contractual right to the terms of the bylaws in place at the time of their purchase of the Equity Certificates; 2) the Homeowners’ right to the promised refund upon termination of their Equity Certificates is a vested right not subject to amendment; and 3) the Club is not permitted to amend its contractual obligations to deny the Homeowners a full refund of the assessments as required by the bylaws in place at the time of their purchase of the Equity Certificates. In addition, the trial court also found both that section 720.306(1)(c) applied to the Assessment and that the Club violated that section because the Assessment "increase[d] the proportion or percentage by which the [Homeowners] share in the common expenses of the association." The court ordered a $9,000 refund to each of the Homeowners who had paid the Assessment.
STANDARD OF REVIEW
On appeal, the Club argues that the lower court erred in granting summary judgment in favor of the Homeowners. Because this presents a purely legal issue, we review the order granting summary judgment de novo. See Limones v. Sch. Dist. of Lee Cnty. , 161 So. 3d 384, 390 (Fla. 2015) ("We review de novo rulings on summary judgment with respect to purely legal questions.").
ANALYSIS
I.
The primary issue presented by this appeal is whether the Homeowners had a vested contractual right to the terms of the bylaws in place at the time they purchased their Equity Certificates such that the Club was prohibited from levying a nonrefundable assessment against them. In analyzing this issue, we start by observing the fundamentals.
First, the Florida Supreme Court has defined a vested right as "an immediate, fixed right of present or future enjoyment" and also as an "immediate right of present enjoyment, or a present, fixed right of future enjoyment." R.A.M. of S. Fla., Inc. v. WCI Cmtys., Inc. , 869 So. 2d 1210, 1218 (Fla. 2d DCA 2004) (quoting City of Sanford v. McClelland , 163 So. 513, 514–15 (1935) ). The fixed nature of vested rights distinguishes these categories of rights from those that are merely expectant (and therefore dependent upon the continued existence of the present condition of things until the happening of some future event) or contingent (those that only come into existence on an event or condition which may not happen). See id.
Here, it is undisputed that the source of the "right" to a nonrefundable assessment advanced by the Homeowners is the Club's governing documents. As a result, we analyze the vested rights issue through the lens of what the Florida Supreme Court has determined is a contractual relationship. See, e.g. , Sult v. Gilbert , 3 So. 2d 729, 731 (Fla. 1941) ("The law is well settled that the Constitution and bylaws of a voluntary association when subscribed or assented to by the members becomes a contract between each member and the association and if they so provide a member may be expelled for insubordination to the association."). So, as we do with all contracts, we evaluate the Club's governing documents, including the bylaws, according to their plain terms. See, e.g. , Feldkamp v. Long Bay Partners, LLC , 773 F. Supp. 2d 1273, 1279 (M.D. Fla. 2011).
With this background in mind, the issue of whether the bylaws vest the Homeowners with any rights turns on what the Club's governing documents say or do not say. In other words, it is a textual analysis, and ordinary contractual principles apply.
To start, we know that a written agreement is presumed to encompass the whole agreement of the parties. See, e.g. , Jenkins v. Eckerd Corp. , 913 So. 2d 43, 53 (Fla. 1st DCA 2005) ("The parol evidence rule presumes that the written agreement that is sought to be modified or explained is an integrated agreement; that is, it represents the complete and exclusive instrument setting forth the parties’ intended agreement."). And here, the governing documents include the declaration of covenants and restrictions and the bylaws. Importantly though, the declaration does not address redemption rates. Indeed, the declaration merely indicates that each member is "subject to the obligations and duly enacted By-laws" of the Club. As a result, and as the parties concede, the only document from which any "right" to a specific redemption rate flows is the bylaws.
This brings us to another traditional principle of contract: contracting parties are at liberty to address any issue as they see fit, including the question of whether their agreement may be modified at all, and if so, how. See, e.g. , Atl. Beach Mgmt., Inc. v. Breakers of Fort Walton Beach Condos., Inc. , 589 So. 2d 315, 316 (Fla. 1st DCA 1991). As a result, "[w]hen contracting parties elect to adopt a term or condition, including one addressing the question of modification, it is not the province of a court to second guess the wisdom of their bargain, or to relieve either party from the burden of that bargain by rewriting the document." Okeechobee Resorts, L.L.C. v. E Z Cash Pawn, Inc. , 145 So. 3d 989, 993 (Fla. 4th DCA 2014).
This all culminates in another basic principle: when a contract contemplates amendment at the outset, subsequent amendments are in accordance with, and not in violation of, the contract even though they alter it. See, e.g. , 11 Fla. Jur. 2d Contracts § 77 (noting parties can, however, provide for modification in the contract and subsequently modify the contract with no new and independent consideration). The bylaws in place at the time each Homeowner purchased his or her Equity Certificate contained an unconditional amendment provision. In other words, there is no language to suggest that the redemption rate is somehow exempt from amendment by majority vote.
Examining the bylaws as a whole, there is simply no basis to conclude that the Club's governing documents fixed, or vested, a right to a specific Equity Certificate redemption rate. See 8 Fletcher Cyc. Corp. § 4177.20 (collecting cases); Sapiro v. Musicians’ Union of S.F., Loc. No. 6 , No. C-87-850 AJZ, 1987 WL 58071, at *5 (N.D. Cal. Dec. 21, 1987) (collecting cases); Struble v. N.J. Brewery Emp. Welfare Tr. Fund , 732 F.2d 325, 330 (3d Cir. 1984) (since the agreement with the union "expressly provided that the parties could amend the bargaining agreements from time to time, the rights thereunder were not vested"). For this reason, this case is similar to Share v. Broken Sound Club, Inc. , 312 So. 3d 962 (Fla. 4th DCA 2021), where the Fourth District concluded that a private club's bylaws did not create vested rights where the bylaws were subject to amendment.
Despite this textual impediment, the Homeowners cite several cases they contend support the trial court's determination. But a close examination of those cases either lend support to our methodology and conclusion or do not address the specific issue we consider, which is whether or not there is a vested right at stake in the case.
We agree with the Club that the Homeowners never offered, save a brief reference at oral argument, a reasoned explanation for why certain bylaw amendments affecting certain membership rights and privileges are legal and enforceable and others are not. However, we have considered and rejected a categorical approach.
Take, for example, Feldkamp , a case heavily relied upon by the Homeowners and cited by the trial court. There, the court also undertook a textual analysis of the parties’ governing documents and concluded that because the right at issue was found within a document that was not subject to amendment, a membership club violated vested contractual rights when it attempted to unilaterally suspend a privilege based on an amendment provision found within a separate document. 773 F. Supp. 2d at 1280–81. Specifically, the court considered whether a golf club that unilaterally suspended a membership deposit refund policy impaired the members’ vested contractual rights. Id. at 1281. In evaluating the argument, the court reviewed the governing documents that formed the contract between the club and members, which in that case consisted of an Application for Membership and an addendum thereto, along with additional documents including the Membership Plan and the Rules and Regulations. Id. The court, analyzing the plain language of the contract as a whole, observed that while the members agreed to be bound by the Membership Plan and the Rules and Regulations, which "may be amended from time to time by the Club or LBP," the Membership Application was not subject to amendment. Id. And the Application did not include any limitations or qualifications as to the right to a refund, other than the procedural requirement of a written notice of resignation. Id. Conversely, the procedural requirements for the refund were found in the Membership Plan, which was subject to amendment. Id. at 1282. Accordingly, the court concluded that, "plainly read ... the Club could amend the resignation notice procedure, not the refund obligation itself." Id.
For the same reason, Verandah Development, LLC v. Gualtieri , 201 So. 3d 654, 658 (Fla. 2d DCA 2016), is distinguishable. There, the court also undertook a textual analysis of the governing documents to determine whether the right at issue was vested in nature. Id. at 658. The court concluded, based on the plain language of the provisions at issue, that an amendment provision did not permit an amendment to a refund policy where the provision only pertained to use of facilities. Id.
And because this case turns on whether the Homeowners had a vested right at all, First Florida Bank, N.A. v. Financial Transaction Systems, Inc. , 522 So. 2d 891 (Fla. 2d DCA 1988), does not support the Homeowners’ argument either. There, with relatively thin analysis, the Second District concluded that an organization formed for the purpose of processing credit card transactions for its member banks could not validly amend the parties’ original agreement regarding voluntary termination in a manner which deprived the bank of its vested contractual rights. But the decision presumes, without explaining why, that the right at issue was a vested contractual right. But see Hamlet Country Club, Inc. v. Allen , 622 So. 2d 1081, 1083 (Fla. 4th DCA 1993) ("We find [First Florida] distinguishable because the corporation was attempting to change contractual rights emanating from its charter by altering the bylaws.").
To summarize, we have concluded, based on an analysis of the plain language of the bylaws, that the bylaws at issue here did not vest the Homeowners with a vested right to a specific redemption rate in perpetuity. Like the court in Feldkamp , we may reach a different conclusion under a different set of bylaws that do not contain the unqualified amendment provision found within Fiddlesticks’ bylaws. But that not being the circumstance here, we conclude the trial court erred in granting summary judgment in favor of the Homeowners on this basis.
Our analysis is rooted in the fact that all changes applied prospectively. We do not address a scenario where the majority attempts to retroactively amend bylaws to remove a party's entitlement to reimbursement of assessments or other payments previously made with the representation and expectation of repayment. The amendment that was adopted by Fiddlesticks did not divest homeowners of their expected reimbursement for such payments.
II.
Next, we consider the trial court's alternative ground for granting summary judgment in favor of the Homeowners—that the Assessment violated section 720.306(1)(c). We conclude the trial court erred in this respect as well. This section of the homeowners’ association statutes forbids an amendment that changes the voting interests of the members or increases the share of common expenses on some members, to the benefit of others, whose share of common expenses is decreased. For that reason, that section is inapplicable because the Assessment, which is what the Homeowners challenge, did not amend the Club's governing documents. And even taking the 2013 Amendment into account, that amendment did not touch on voting or proportionate expenses for the common elements. Thus, section 720.306 does not apply, and the trial court erred in applying it to this case.
CONCLUSION
Because the bylaws—the document from which the parties agree the alleged right emanates—included an amendment provision which was limited only by majority vote, we conclude that there is no vested right at issue in this dispute. As a result, the trial court erred when it concluded otherwise. Similarly, the trial court erred in concluding the Assessment violated section 720.306. As a result, we reverse the judgment in favor of the Homeowners and remand for entry of final judgment in favor of the Club. See, e.g. , Hohns v. Thompson , 350 So. 3d 788, 793 (Fla. 5th DCA 2022) (remanding for entry of judgment in favor of appellant based on cross-motion for summary judgment).
REVERSED and REMANDED.
STARGEL and NARDELLA, JJ., concur.