42 Fla. L. Weekly
D1731bTop of Form

Attorney’s
fees — Law firm’s action against corporate former client and the corporation’s
president and vice-president for unpaid fees — Where individual defendants
maintained that they were individually liable for fees when they filed
insurance claims for reimbursement of fees incurred in federal lawsuit in which
plaintiff law firm represented them, trial court properly found that individual
defendants were liable for payment of plaintiff’s fees — Proposal for
settlement — Proposals for settlement made to individual defendants and to
corporate defendant were separate proposals, not joint proposals, were not
unclear, complied with rule and statute, and were not made in bad faith —
Trial court properly awarded fees pursuant to proposals for settlement

THE ZODIAC GROUP, INC., et al., Appellants/Cross-Appellees,
v. GRAYROBINSON, P.A., Appellee/Cross-Appellant. 3rd District. Case Nos.
3D16-1766 & 3D16-322. L.T. Case No. 12-4950. August 9, 2017. Appeals from
the Circuit Court for Miami-Dade County, Gill S. Freeman and Michael A.
Hanzman, Judges. Counsel: Kula & Associates, P.A., and Elliot B. Kula and
W. Aaron Daniel and William D. Mueller, for appellants/cross-appellees.
GrayRobinson, P.A., and Karen L. Stetson and Jonathan L. Gaines, for
appellee/cross-appellant.

(Before SALTER, EMAS and LUCK, JJ.)

(SALTER, J.) These consolidated cases involve an appeal by
three former clients of a law firm regarding final judgments determining (a)
their liability for unpaid attorney’s fees and costs,1
and (b) their liability for additional attorney’s fees and costs in the law
firm’s collection action following the former clients’ rejection of proposals
for settlement.2
The law firm has “conditionally cross-appealed” the final judgment regarding
the quantum of its former clients’ liability. Finding no reversible error in
the proceedings below, we affirm the judgments in favor of the law firm. In
doing so, we also affirm the jury’s reduction of the law firm’s claim for
attorney’s fees in the jury verdict and as reflected in the final judgment,
thus rendering moot and dismissing the law firm’s conditional cross-appeal.

Two arguments warrant brief discussion: (1) the argument by
appellants/former clients The Zodiac Group, Inc. (“Zodiac”), David Felger, and
Daniel Felger, that only Zodiac could be held liable for the concededly-unpaid
law firm invoices; and (2) the argument by the appellants that the law firm’s
offers of judgment to the three former clients were unclear, were not made in
good faith, and were unenforceable.

Identity of the Clients; Joint and Several Liability

In 2010, Zodiac, its President (appellant David Felger), and
its Vice-President (appellant Daniel Felger, David Felger’s son), were sued in
a federal court action in the Southern District of Florida. The eight-count,
96-page, 331-paragraph complaint in the case alleged violations of the Lanham
Act, the Racketeer Influenced and Corrupt Organizations Act (“RICO”),
conspiracy to violate RICO, the Florida Deceptive and Unfair Trade Practices
Act, Florida’s statute prohibiting the unauthorized publication of a name or
likeness, unjust enrichment, conversion, and civil conspiracy to convert.3
Only Zodiac, (via Daniel Felger’s signature below the corporate name) signed a
three-page engagement letter prepared by the GrayRobinson law firm as the law
firm commenced its defense of Zodiac and the Felgers. The engagement letter,
however, was addressed to Zodiac and each of the Felgers, and referred consistently
to “you” rather than to “Zodiac.”

Apparently lacking the clairvoyant powers of the plaintiff
and Zodiac’s network of psychics involved in the federal action, GrayRobinson
found itself in 2011 with an unacceptable balance of unpaid invoices and moved to
withdraw as counsel due to “irreconcilable differences.” In 2012, GrayRobinson
commenced its collection action against the three appellants4
in the Miami-Dade Circuit Court, alleging breach of contract, breach of a
verbal agreement, and quantum meruit. The Felgers then filed affidavits denying
that they were individually responsible for the legal fees incurred by GrayRobinson
and disputing the value of the firm’s legal services. They also filed
counterclaims against the law firm for “breach of fiduciary duty” and “breach
of professional duty,” and demanded trial by jury.

After many procedural twists and turns, the trial court
entered an amended final judgment against all three defendants, jointly and
severally, for the amount of the reasonable attorney’s fees and costs
determined by the jury in its verdict, $115,422.26 (versus the total of
$191,751.53, the unpaid fees and expenses claimed by GrayRobinson in its
complaint), plus prejudgment interest. The defendants appealed, and
GrayRobinson conditionally cross-appealed.

We affirm the amended final judgment in all respects. The
trial court correctly determined that, when the Felgers filed insurance claims
for reimbursement of fees incurred in the federal lawsuit, they maintained that
they were individually liable for those fees. Here, as in Baker v. Airguide
Manufacturing, LLC, 151 So. 3d 38, 40 (Fla. 3d DCA 2014), the Felgers could
not rely on their affidavits to repudiate their own admissions of individual
liability to their insurer (and receipt of reimbursement for some of their
payments to GrayRobinson). See also Trage v. 311 Meridian & 3rd
St., LLC, 924 So. 2d 925 (Fla. 3d DCA 2006); Elison v. Goodman, 395
So. 2d 1201, 1202 (Fla. 3d DCA 1981). The jury’s verdict regarding the
reasonableness of the fees and costs incurred, rendered after hearing evidence
from both sides and their experts, will not be disturbed here.

The Proposals for Settlement

In Case No. 3D16-1766, the issue is whether the separate
“demands for judgment/proposals for settlement” served by GrayRobinson on the
defendants pursuant to Florida Rule of Civil Procedure 1.442 and section
768.79, Florida Statutes (2012), were enforceable.

GrayRobinson served four separate proposals for settlement,
though only three are pertinent here. The offer to Zodiac was for $140,000.00,
and included a release of all the defendants had it been accepted and the
settlement amount paid to GrayRobinson. The offer to David Felger was for
$40,000.00, and included a release limited to David Felger, had the offer been
accepted and the settlement amount paid. The offer to Daniel Felger was for
$60,000.00, and included a release limited to Daniel Felger, had the offer been
accepted and the settlement amount paid.

Zodiac and the Felgers argue that the offers were unclear
and were made in bad faith, citing cases such as State Farm Mutual Auto
Insurance Co. v. Nichols, 932 So. 2d 1067, 1079 (Fla. 2006). We disagree.
The offers are not unclear, each complies with Rule 1.442 and section 768.79,
and the appellants made no showing of bad faith. The proposals were separate
proposals, not joint proposals, made to each defendant, individually, to evaluate
and settle with GrayRobinson “irrespective of the other parties’ decisions.” Attorneys’
Title Ins. Fund, Inc. v. Gorka, 36 So. 3d 646, 650 (Fla. 2010); Saewitz
v. Saewitz, 79 So. 3d 831, 833 n. 1 (Fla. 3d DCA 2012). We thus also affirm
the final judgments for attorney’s fees and costs reviewed in Case No.
3D16-1766.

Final judgments affirmed in the main appeals; GrayRobinson’s
“conditional cross-appeal” rendered moot and dismissed.

__________________

1Case No. 3D16-322.

2Case No. 3D16-1766.

3The plaintiff, Linda
Georgian, alleged (among other things) that she was a celebrity psychic and
that Zodiac and the Felgers made false and unauthorized claims that Georgian
had endorsed Zodiac’s network of call-in psychic readers and services.

4The complaint named a
fourth defendant, Matthew Perez, but the claim against Mr. Perez was not
adjudicated in the final judgments. He is not a party on appeal.