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Hamm v. Eckler
Citations: 712 So. 2d 770; 1998 Fla. App. LEXIS 1873Docket: Nos. 96-3090, 97-25
Court: District Court of Appeal of Florida; February 26, 1998; Florida; State Appellate Court
Ralph Hamm appeals a final judgment awarding attorney’s fees and costs to Ralph H. Eckler in a dispute regarding the sale of Eckler Chevrolet-Geo, Inc. The central issue is whether OSHA penalties and fines qualify as 'payables' under their settlement agreement, which stipulated that if corporate payables exceeded $125,000, Hamm would cover the excess from his sale proceeds. The agreement defined 'payables' as usual and customary expenses for goods and services. After disputes arose post-sale, a special master, Dan Davies, was appointed to assess corporate assets and liabilities. Davies concluded that OSHA fines fell within the definition of 'payables,' arguing they are a normal cost of business. The trial court accepted his report, resulting in an order for Hamm to pay additional sums. Both parties contested the report and sought attorney’s fees based on prevailing party provisions in the settlement. The court denied both motions, ultimately designating Eckler as the prevailing party in the initial complaint and awarding him fees under Florida law. Hamm contends on appeal that OSHA penalties should not be classified as 'payables' since they are punitive rather than customary business expenses. Hamm contends that the trial court improperly included OSHA fines as payables, arguing that this contravenes the contract's clear stipulation that payables must be for "goods and services." Hamm cites case law to support the principle that courts cannot alter unambiguous contract terms. In response, Eckler claims that the OSHA fines were customary business expenses, as Hamm had previously incurred similar fines. However, the court aligns with Hamm's interpretation, stating that the fines do not meet the contractual definition of payables since they are penalties for noncompliance, rather than expenses for goods or services. The court references federal law categorizing OSHA fines as penalties, reinforcing that these do not constitute a transaction for goods or services. Consequently, the court reverses the decision that included the fines in the payable definition and remands for recalculation of amounts due. The court also clarifies it lacks jurisdiction to review the attorney's fees order, as it was not final and the appeal was not timely filed. On remand, the court may reconsider the attorney's fees issue. The judgment is reversed and remanded with instructions.