Opinion
No. 1D21-3533
07-05-2023
WB'S SEPTIC & SITEWORK, INC., Appellant, v. Cybil TUCKER, Appellees.
Adam L. Morrison, Sellers, Taylor & Morrison, P.A., Live Oak, for Appellant. Andrew J. Decker, IV, The Decker Law Firm, P.A. Lake City, for Appellees.
Adam L. Morrison, Sellers, Taylor & Morrison, P.A., Live Oak, for Appellant.
Andrew J. Decker, IV, The Decker Law Firm, P.A. Lake City, for Appellees.
M.K. Thomas, J.
Appellant, WB's Septic & Sitework, Inc. (WBS), appeals a final judgment denying enforcement of a construction lien under Chapter 713, Florida Statutes, against a property owned by Cybil Tucker and also denying claims for quantum meruit and breach of contract against her. The trial court found that the lien foreclosure claim failed because although WBS had a contract with Eddie Tucker, the son, it did not have a contract with his mother, Cybil Tucker, who was the property owner. We affirm but write to address two issues raised on appeal: 1) whether the trial court erred in denying enforcement of a lien under chapter 713, Florida Statutes; and 2) whether the trial court erred in denying the quantum meruit claim against the property owner.
WBS filed a complaint against Cybil and Eddie Tucker seeking to foreclose on a construction lien, for breach of contract and quantum meruit, and for attorney's fees. WBS alleged that it had contracted with Eddie Tucker as an agent for Cybil Tucker to install a septic tank, complete a house pad, and finish the driveway for Eddie's new trailer located at the back of the property. WBS claimed the Tuckers failed to pay for the services provided. For their part, the Tuckers admitted that Eddie entered a contract with WBS but denied that he executed the contract as an agent for Cybil.
During this pending appeal, Eddie Tucker passed away. Neither party filed a suggestion of death or a substitution of party regarding his estate.
At the final hearing on the complaint, Wayne Crotty, the owner of WBS, testified that he signed a contract with Eddie for installation of a septic system, and that both Eddie and Cybil Tucker were listed on the contract. Wayne explained that he added Cybil's name to the contract because code requires the property owner's permission so that a permit can be pulled in their name. Wayne detailed that he asked Eddie if he was the owner of the property. Eddie advised that his mother, Cybil, owned the property but that he had her permission and was acting as her agent and representative. Eddie signed the contract. Wayne did not speak with Cybil, but he knew she was aware of all of the work occurring on the property as the driveway to the trailer site passed directly by her house and all crews and equipment used that driveway.
Eddie testified that he had permission from his mother "to do what [he] needed to do to put a mobile home back there." He stated that he told Wayne that he had Cybil's permission to install the septic tank on the property. But Eddie denied discussing site prep with Cybil or what contractors would be used for the work. He testified that on his copy of the contract with WBS, which was admitted as evidence, Cybil's name was not listed. He saw that his name was listed as property owner, and he did not correct it. He further claimed that he and Wayne never discussed his mother and that he did not know her name had been added to the contract. Eddie confirmed that after the dispute began, he received notice of certified mail but did not pick it up from the post office.
Cybil Tucker testified that Eddie installed a mobile home and septic system on her property with her permission. She denied knowing Eddie ever claimed to be the owner of the property. Cybil stated that she never discussed with her son what contractors he was using to work on the property and denied having any knowledge that WBS was operating on her property. Cybil acknowledged that she received notices of certified mail but also did not pick up the mail from the post office.
Ultimately, the trial court found Eddie liable for damages under both breach of contract and quantum meruit but found that a lien could not attach to the property owned by Cybil. The trial court specifically held that WBS's construction lien claim failed because there was no contract between WBS and Cybil. It also denied the breach of contract and quantum meruit claims against Cybil without explanation, stating only "that the Plaintiff shall recover nothing from this action against Cybil Tucker...."
Neither Eddie Tucker, nor any other representative, appealed the trial court's determination that he was liable under both legal principles.
Chapter 713 and Agency
Section 713.10, Florida Statutes, sets forth the extent to which liens may apply. It states, "[e]xcept as provided in s. 713.12, a lien under this part shall extend to, and only to, the right, title, and interest of the person who contracts for the improvement as such right, title, and interest exists at the commencement of the improvement or is thereafter acquired in the real property." § 713.10(1), Fla. Stat. Next, section 713.11, Florida Statutes, addresses liens for improving lands in which the contracting party has no interest. The statute provides:
When the person contracting for improving real property has no interest as owner in the land, no lien shall attach to the land, except as provided in s. 713.12, but if removal of such improvement from the land is practicable, the lien of a lienor shall attach to the improvement on which he or she has performed labor
or services or for which he or she has furnished materials.
§ 713.11, Fla. Stat. Lastly, section 713.12, Florida Statutes, sets forth the following:
When the contract for improving real property is made with a husband or wife who is not separated and living apart from his or her spouse and the property is owned by the other or by both, the spouse who contracts will be deemed to be the agent of the other to the extent of subjecting the right, title, or interest of the other in said property to liens under this part unless such other shall, within 10 days after learning of such contract, give the contractor and record in the clerk's office, notice of his or her objection thereto.
WBS asserts that a lien under section 713.10 is enforceable against Cybil's property because Eddie was acting as Cybil's agent when he entered the contract for services. It further argues there is no prohibiting language in chapter 713 against application of the concept of agency regarding a party binding a property owner for purposes of a construction lien. Appellees respond that because there is only one "exception" provided in section 713.12, under the rules of statutory construction, other "exceptions" should not be read into the statute. In short, Appellees allege the only agency relationship recognized for purposes of chapter 713 is that of husband and wife.
We recognize that "Mechanic's Lien Law, which is in derogation of the common law, is to be strictly construed." Fleitas v. Julson, Inc. , 580 So. 2d 636, 637 (Fla. 3d DCA 1991) (citing Home Elec. of Dade Cnty., Inc. v. Gonas, 547 So. 2d 109 (Fla. 1989) ; Hardrives Co. v. Tri–County Concrete Products, Inc., 489 So. 2d 1211 (Fla. 4th DCA 1986) ; Sprinkler Fitters v. F.I.T.R. Corp., 461 So. 2d 144 (Fla. 3d DCA 1984) ); see also § 713.37, Fla. Stat. (Construction Lien Law, Chapter 713, Part I "shall not be subject to a rule of liberal construction in favor of any person to whom it applies"). That established, precedent applying this required strict construction to section 713.10, as it relates to agency, is sparse.
In Armstrong v. Blackadar , 118 So. 2d 854 (Fla. 2d DCA 1960), the Second District grappled with the question of whether the owner of the land could be held liable, and a statutory lien attached to his land, based on contracts entered by his son as his agent. The court looked at whether the statutory language, "[w]hen the person contracting for improving real property has no interest as owner in the land, no lien shall attach to the land, ...," prohibits enforcement of a lien against a property owner whose agent entered a contract for services performed on the property. Id. at 857. The Second District answered the question in the negative, explaining " Florida Statutes, § 84.11, F.S.A. does not preclude an owner of property from contracting through an agent for improvements to be made on his property so as to subject the property to a lien whether the agent is disclosed or undisclosed." Id . at 861 ; see also Warshaw v. Pyms , 266 So. 2d 355, 358 (Fla. 3d DCA 1972) (applying the rule in Armstrong to the revised statute, stating that it was readily recognized that an owner of property contracting through an agent subjects the property to a lien).
Section 713.11 was previously section 84.11, Florida Statutes. Section 84.11 was repealed and renumbered in 1967 and has remained essentially unchanged.
No language in chapter 713 specifically bars an agency argument. And, section 713.12 does not set forth an "exception" or describe the only circumstance under which an agency relationship may be recognized and binding in the context of a construction lien. Instead, it declares a presumption, thereby excusing the initial burden of proof for agency as to spouses. See Sasso Air Conditioning, Inc. v. United Cos. Lending Corp. , 742 So. 2d 468, 470 (Fla. 4th DCA 1999) ("Moreover, section 713.12 provides that when a contract for improving property is made with a husband or wife, and the property is owned by one or both, the spouse who contracts shall be deemed the agent of the other to the extent of subjecting the title of the other to liens.").
Although not addressed by the parties, it is noted that chapter 713 recognizes "persons in privity with owner." See, e.g. §§ 713.02(3), 713.05, 713.06, Fla. Stat.
Although we agree with the Second and Third Districts that the owner of land may be held liable and a statutory lien attached to the land under section 713.10 based on contracts entered by an agent of the owner, agency requires satisfaction of an onerous burden of proof. The fact that an owner was present or aware of an improvement being made is not enough to subject her interest to a lien or put her in privity with a plaintiff. To prove an agent-principal relationship existed, the following elements must be proven: "(1) acknowledgement by the principal that the agent will act for him or her, (2) the agent's acceptance of the undertaking, and (3) control by the principal over the actions of the agent." Robbins v. Hess , 659 So. 2d 424, 427 (Fla. 1st DCA 1995). An agency exists only if all the elements are present, and the party alleging the agency relationship has the burden to prove it. Id.
Here, the trial court denied WBS's claim for a lien finding that a lien could not attach because WBS "did not have a contract with Cybil Tucker." Admittedly, the final order is void of explanation as to why the trial court found no contract existed with Cybil. However, that WBS failed to satisfy its burden of proving an agency relationship is implicit in the ultimate ruling. It is the responsibility of the trial court to determine the credibility of the witnesses and to resolve the conflicts in the evidence. Jeffries v. Jeffries , 133 So. 3d 1243 (Fla. 1st DCA 2014). The trial court necessarily resolved this conflict in favor of Cybil.
Quantum Meruit
WBS argues that because the trial court found that there was no contract with Cybil, it should have, at minimum, found quantum meruit for the unjust enrichment to her property. However, this argument misconstrues the doctrine.
"Quantum meruit is a ‘legal doctrine which, in the absence of an express agreement, imposes legal liability on a contract that the law implies from facts where one receives goods or services ... where ... a reasonable person receiving such benefit would ordinarily expect to pay for it.’ " Daake v. Decks N Such Marine, Inc. , 201 So. 3d 179, 180–81 (Fla. 1st DCA 2016) (quoting W.R. Townsend Contracting, Inc. v. Jensen Civ., Constr., Inc. , 728 So. 2d 297, 305 (Fla. 1st DCA 1999) ). The doctrine will not apply when a valid, written contract exists. See Corn v. Greco , 694 So. 2d 833, 834 (Fla. 2d DCA 1997). This rule applies even where the defendant against whom the plaintiff seeks recovery is not a party to the contract, because "[t]he existence of a valid legal remedy against one party will bar recovery in equity against another party." Doral Collision Ctr., Inc. v. Daimler Tr. , 341 So. 3d 424, 430 (Fla. 3d DCA 2022) (quoting H. Hugh McConnell, Distinguishing Quantum Merit and Unjust Enrichment in the Construction Setting , March 1997 Fla. B.J., at 88–89); see also Miracle Ctr. Dev. Corp. v. M.A.D. Const., Inc. , 662 So. 2d 1288, 1290 (Fla. 3d DCA 1995) (noting that one party cannot seek "to enforce a contract against the other while asking the court to simultaneously award damages in equity as if no contract existed").
It may be vehemently proclaimed that Cybil's release from the case was unfair and an unjust enrichment to her property. Her property value was enhanced by improvements made by WBS for which she did not pay. However, in the absence of her signature on the contract with WBS (as property owner) or sufficient proof of agency with Eddie, a lien cannot attach to the property under section 713.10. As a contract existed, recovery in equity was also unavailable.
AFFIRMED .
Roberts and Kelsey, JJ., concur.