Two consolidated cases involve a contractual dispute between Equity Lifestyle Properties, Inc. and Florida Mowing and Landscape Service, Inc. Equity's third amended complaint was dismissed by the district court, leading to a jury trial on Florida Mowing's breach of contract claim, which resulted in a verdict of $564,101.50 in favor of Florida Mowing. Following the judgment, Equity appealed, seeking to have the dismissal vacated and the complaint reinstated for a new trial. Alternatively, if the dismissal was upheld, Equity requested the judgment be vacated and a new trial ordered due to alleged errors in contract interpretation and evidence admission.
Equity operates residential manufactured home communities and entered into a contract with Florida Mowing for debris removal after Hurricane Charley in August 2004. The agreement included a cost-plus provision, acknowledging the uncertainty of project costs, with Florida Mowing to bill bi-weekly at a 27% markup on costs. The contract specified daily charges based on unit size, with large units priced at $4,600 per day and small units at $1,650 per day. An addendum was signed to include final cleanup units at the same daily rate. Florida Mowing began work on August 21, 2004, and completed it on January 10, 2005, totaling twenty weeks of service. The appellate court affirmed the district court’s decisions, denying Equity's requests for relief.
At the end of each workday, foremen at manufactured home communities reported the number of large and small units used to Wright, who recorded this information on various materials. He later transferred these details to whiteboards in Florida Mowing's office and discarded his initial notes. Weekly, he created handwritten invoices, which his wife typed, totaling twenty invoices for units used. These invoices were sent to Equity bi-weekly, with only one invoice disputed due to a calculation error. Florida Mowing also issued three summary invoices, the first after week 7 detailing a 27% markup, with subsequent invoices covering weeks 8-19 and a final one reiterating the second's amounts. Equity paid 23 of the 25 invoices but refused to pay the week 17 invoice of $150,245 and the final invoice of $413,316.50, demanding underlying documentation for costs incurred. Florida Mowing asserted it had not kept such documents, claiming the term 'costs' referred to specified amounts for units.
In April 2005, Florida Mowing filed a breach of contract lawsuit against Equity in state court, which Equity countered with a suit in federal court seeking a declaratory judgment and damages for breach of contract and unjust enrichment. Equity removed Florida Mowing's case to federal court and consolidated both actions, later amending its complaint twice. The second amended complaint argued that 'costs' referred to actual payments made for labor and equipment, contesting Florida Mowing's interpretation that 'costs' meant unit costs. The district court sided with Florida Mowing, interpreting 'costs' as the fixed prices in the contract for large and small units, and rejected Equity's argument that Florida Mowing bore the burden of proving the reasonableness of these unit costs at trial.
The consolidated cases were tried before a jury starting May 23, 2006. On the third day, Equity’s counsel introduced a new affirmative defense alleging that Florida Mowing engaged in 'price gouging' by billing for unused units, labor, and equipment. Equity requested a mistrial and permission to file a third amended complaint, which the court granted, mandating detailed articulation of contract breaches. The court warned that if Equity failed to prove its case during retrial, personal sanctions could be imposed on counsel per Rule 11.
Equity subsequently filed a third amended complaint but did not include the 'price gouging' claim. Instead, it introduced three new claims: an accounting, rescission based on alleged fraudulent inducement, and a reiteration of previous fraud claims and violations of the Florida Deceptive and Unfair Trade Practices Act (FDUTPA). The court dismissed Equity's third amended complaint with prejudice for non-compliance with its prior order.
One week later, Equity filed a motion to amend its complaint based on newly uncovered evidence regarding contract breaches, which the court denied, concluding Equity's case against Florida Mowing. The court set a trial date for Florida Mowing’s claims against Equity. Three days before trial, Equity sought to exclude certain invoices as evidence, but the court denied this motion. At trial, Florida Mowing successfully introduced the invoices and demonstrated that they reflected actual labor and equipment used, resulting in a jury verdict of $563,561.50 in favor of Florida Mowing for unpaid invoices. Equity is now appealing both the jury’s verdict and the dismissal of its third amended complaint.
Equity claims that the district court improperly dismissed its third amended complaint, but the court's authority to manage its docket justifies the dismissal. A court can dismiss claims for lack of prosecution or noncompliance with court orders, as outlined in Federal Rule of Civil Procedure 41(b). The district court had previously permitted Equity to amend its complaint regarding "price gouging," but found that Equity's attorneys primarily sought a mistrial to reassess their strategy rather than properly addressing the court's instructions. After determining that Florida law does not recognize a "price gouging" claim, Equity's counsel attempted to reframe the case for rescission or an accounting without adequately clarifying the breach of contract claim, which was required by the court's directive. The court emphasized the need for specific identification of breaches but found that Equity's counsel ignored this instruction. The court's refusal to tolerate such defiance is supported by legal precedents indicating that it is within a district court's discretion to impose sanctions for failure to comply with reasonable orders. Equity also argued that the court abused its discretion by denying a post-dismissal motion to amend or clarify the complaint; however, the court properly considered factors such as undue delay, bad faith, and the futility of amendment in its decision-making process.
Equity argues that the district court incorrectly interpreted the term "costs" within the "cost plus" contract, asserting it refers to the actual expenses Florida Mowing incurred for labor and equipment, rather than the unit prices established in the contract. Equity maintains this position on appeal, proposing an alternative argument that the unit prices inherently included a 27% markup. If either argument were accepted, Equity claims it would warrant a new trial due to insufficient evidence from Florida Mowing regarding its actual costs and excessive invoicing that included the markup.
The court references Florida contract law, emphasizing the necessity of adhering to clear and unambiguous language in contracts. It notes that a cost-plus contract typically allows for a profit percentage calculated based on actual costs. However, the district court found that profit was to be calculated from unit prices, as specified in the contract, which detailed daily charges for large and small cleanup units. Accepting Equity’s arguments would render essential contract language redundant, contradicting judicial principles that require all contractual terms to be meaningful.
Ultimately, the court concludes that neither of Equity's interpretations is tenable without effectively rewriting the contract, as the language does not support the notion of invoices as advances or suggest that unit prices could be interpreted as inclusive of the markup.
Equity argues that the district court wrongly admitted weekly and summary invoices, claiming they were hearsay. The admissibility of evidence is largely at the discretion of the district court and can only be reversed for clear abuse of that discretion. Hearsay is defined as a statement offered to prove the truth of the matter asserted, and is generally inadmissible unless it meets exceptions, such as the business records exception under Rule 803(6). Florida Mowing acknowledged the invoices were hearsay but introduced them as business records, supported by testimony from custodian Julian Wright, who confirmed they were created contemporaneously based on notes and reports from foremen. For the business records exception to apply, all parties involved must act in the regular course of business, which was established in this case. Equity challenged the trustworthiness of the invoices on two grounds: first, that Florida Mowing did not present witnesses to verify the unit counts; however, this pertains to the credibility of the information, not the invoices' trustworthiness, which is a jury issue. Second, Equity pointed out that Wright’s underlying notes were destroyed, raising concerns about potential errors in the invoices. Nonetheless, Equity had previously accepted the majority of the invoices without dispute and provided testimony supporting Wright's reliability. The district court found no clear error in concluding that circumstantial evidence and testimony indicated the trustworthiness of the invoices. Consequently, the judgment of the district court is affirmed.
