Stuart N. Bornstein and Granada, LLC v. Ira Marcus and Ira Marcus, P.A.

Summary

The Florida Fourth District Court of Appeal affirmed a final judgment for the appellees in a dispute over attorney fees and a retainer credit. The court held that a distribution agreement modified the contingency-fee and retainer-credit provisions of the parties’ fee agreement, even though it did not constitute a novation, and therefore the appellees did not breach the contract.

Holdings

1. The Distribution Agreement was not a novation because the parties intended to modify, rather than completely replace, the original Fee Agreement.
2. The Distribution Agreement clearly and unambiguously modified the contingency-fee and retainer-credit provisions together, establishing that the firm was entitled to retain a flat $450,000 from the settlement proceeds.
3. The judgment for appellees was properly affirmed because the trial court reached the correct result on the breach-of-contract claims, although it gave the wrong reason by characterizing the Distribution Agreement as a novation rather than a modification.

Questions Presented

1. Whether the Distribution Agreement constituted a novation that completely replaced the prior Fee Agreement.
2. If the Distribution Agreement was not a novation, whether it modified both the contingency-fee and retainer-credit provisions of the Fee Agreement so that the law firm was entitled to retain $450,000 without refunding the $50,000 retainer.
3. Whether the trial court's judgment should be affirmed under the tipsy coachman doctrine despite its incorrect characterization of the Distribution Agreement as a novation.

Disposition

affirmed