Full Opinion

DISTRICT COURT OF APPEAL OF THE STATE OF FLORIDA FOURTH DISTRICT GUY BENNETT RUBIN and STEPHANIE RUBIN, Appellants, v. SAILFISH POINT PROPERTY OWNERS and COUNTRY CLUB ASSOCIATION, INC., GLORIA DITTUS, CKENA5 HOLDINGS, LLC, CHARLES LAROCCO, and KATHLEEN LAROCCO, Appellees. No. 4D2024-2398 _____________________________ GUY BENNETT RUBIN and STEPHANIE RUBIN, Appellants, v. SAILFISH POINT PROPERTY OWNERS and COUNTRY CLUB ASSOCIATION, INC., GLORIA DITTUS, CKENA5 HOLDINGS, LLC, CHARLES LAROCCO, and KATHLEEN LAROCCO, Appellees. No. 4D2025-1575 [October 7, 2026] Appeal from the Circuit Court for the Nineteenth Judicial Circuit, Martin County; Nancy F. Alley, Judge; L.T. Case No. 432021CA000548CAAXMX. Guy Bennett Rubin of Rubin & Rubin, Stuart, for appellants. Tim B. Wright, Paul J. Parton, and Jesus M. Hernandez of Wright, Ponsoldt & Lozeau Trial Attorneys, L.L.P., Stuart, for appellees CKENA5 Holdings, LLC, Charles LaRocco, and Kathleen LaRocco. Gary A. Woodfield and Alejandra S. Alvarez of Nason Yeager Gerson Harris & Fumero, P.A., Palm Beach Gardens, for appellee Gloria Dittus. Michael Kissner of Block & Scarpa, P.A., Vero Beach, for appellee Joseph Vessely. MAY, J. A dispute over a purchase agreement for a residence in a private residential community and the assignment of that agreement wound up in litigation. The buyer 1 appeals a final judgment in favor of the assignee of the purchase agreement. The buyer argues the trial court erred in (1) entering a judgment for the assignee without considering whether rescission was warranted due to impossibility of performance; (2) failing to address the buyer’s theories of mutual mistake and lack of consideration; (3) awarding attorney’s fees to the assignee; and (4) failing to award costs against a back-up buyer. We find no merit to the issues raised in the appeal of the underlying judgment and affirm. In a consolidated appeal, the purchaser appeals an attorneys’ fees judgment in favor of the assignee. He argues the trial court erred in awarding attorney’s fees because the assignment agreement contained no attorney’s fees provision. We agree and reverse. • The Facts The sellers contracted to sell the property to the buyer. Under the community’s declarations and covenants, the sale could not close without an approval certificate issued by Sailfish Point Property Owners’ and Country Club Association, Inc. (“association”). When the purchase agreement was entered into, the buyer was leasing a residence in the community and had been approved by the association. Nevertheless, the association required the buyer to submit a second membership application before closing. The sellers also signed a backup contract with another buyer, which would become effective only if the buyer’s contract did not close. 1 The appellants are a husband and wife who sought to purchase real property. They were both plaintiffs in the lawsuit, but only the husband signed the purchase agreement and the subsequent assignment. For ease of reference, the buyers will be referred to as “buyer” throughout the opinion. The assignees are a husband and wife, but the assignment was made to a limited liability company they owned. For ease of reference, the opinion will refer to them as assignees. 2 As luck would have it, the association denied the buyer’s membership application and the appeal of that denial. The association, however, conditionally approved the backup buyer’s membership application, contingent upon closing under the backup contract. Trying to preserve the original purchase agreement, the buyer proposed assigning the rights under the purchase agreement to another community resident through CKENA5 Holdings, LLC, an entity owned by those residents. Those residents were already approved association members. Before executing the assignment, the buyer and assignee consulted the closing agent, who advised that the purchase agreement remained valid and assignable. The assignees also contacted the association, which confirmed they could proceed with the assignment. The buyer assigned the rights and obligations under the purchase agreement to the assignees. Under the assignment, the assignees agreed to pay the buyer $37,181.25. Less than one day later, the association informed the assignees and the closing agent that it would not permit the transaction to close because it considered the purchase agreement to have automatically terminated upon the association’s denial of the buyer’s membership application, leaving no agreement to assign. Because the association refused to issue the approval necessary for closing, the sale did not occur. o The Litigation The buyers filed an action for declaratory and injunctive relief, tortious interference with a business relationship, and negligent misrepresentation against the association, and filed a notice of lis pendens against the property. The buyer also sought to rescind the assignment based on lack of consideration, impossibility of performance, frustration of purpose, and mutual mistake. These claims made up the operative Third Amended Complaint. The assignees counterclaimed for declaratory relief, seeking a declaration that the assignment remained valid and enforceable and that they were entitled to purchase the property under the assigned agreement. The backup buyer sought a declaration that the buyer’s agreement had terminated and that the backup contract had become effective. The trial court entered a partial final judgment on the declaratory judgment claim, finding that the purchase agreement had never been terminated; the assignment was valid and could not be rescinded; the 3 assignees could proceed to close; and the backup contract never became effective. In disposing of the buyer’s rescission claim, the trial court found the assignment was supported by sufficient consideration, as payment was not due until closing. Further, the buyer failed to establish a mutual mistake, because any mistake concerning the association’s approval related to a future event rather than an existing fact. A jury returned a verdict for the buyer against the association in the amount of $1,430,000. The buyers filed an amended motion to tax costs against all defendants, including the backup buyer, pursuant to sections 57.041 and 86.081, Florida Statutes (2021). The buyer argued he prevailed on the competing declaratory judgment claims because the trial court found the purchase agreement never terminated, the assignment remained valid and enforceable, the assignees were entitled to close, and the backup buyer’s contract never became effective. Accordingly, the buyer asserted he was entitled to recover taxable costs. The backup buyer, not surprisingly, opposed the motion, arguing that any taxable costs should be assessed against the association because the litigation principally arose from the association’s denial of the buyer’s membership application. The backup buyer merely held a contingent contract and was not alleged to have committed any wrongdoing. Specifically, the backup buyer maintained that the requested mediation fees, court reporter fees, deposition transcripts, subpoenas, and trial transcripts would have been incurred regardless of her participation in the litigation. The trial court denied the buyer’s amended motion to tax costs against the backup buyers. The buyers now appeal the trial court’s partial final judgment, the order denying rehearing, and the order denying costs against the backup buyer. • Analysis First, the buyer argues the trial court erred in entering judgment for the assignees on the buyer’s rescission claim because it failed to consider his theories of impossibility and frustration of purpose. The assignees respond that neither of the buyer’s theories warranted rescission. We agree with the assignees. 4 “We have de novo review of a trial court’s ruling on a motion for directed verdict.” Feldman v. Citizens Property Ins. Corp., 373 So. 3d 636, 639 (Fla. 4th DCA 2023) (citing Young v. Becker & Poliakoff, P.A., 88 So. 3d 1002, 1011 (Fla. 4th DCA 2012)). Written findings are required only when mandated by statute, rule, or governing law. See Gidden v. State, 613 So. 2d 457, 458 (Fla. 1993); Julia v. Ramos-Baez, 395 So. 3d 1121, 1124 n.4 (Fla. 6th DCA 2024) Here, the buyer knew the trial court would decide his rescission claim at the close of the case and had an opportunity to oppose the assignee’s motion. After hearing arguments, the trial court ruled from the bench and disposed of the rescission claim. The trial court later entered a written order concluding that the assignment was valid, had never been rescinded, and was not subject to rescission. Although the written order expressly addressed only consideration and mutual mistake, the trial court was not required to separately address each theory supporting rescission in writing. See Julia, 395 So. 3d at 1124 n.4. We therefore affirm this issue. We similarly affirm the trial court’s rejection of the buyer’s mutual mistake and consideration arguments without further discussion. In his third issue, the buyer argues the trial court erred in awarding attorneys’ fees to the assignees. The buyer argues that, although attorney’s fee entitlement is generally not ripe for appellate review until the amount of fees is determined, we should review the issue because the entitlement determination was included in the partial final judgment. Addressing entitlement now, he argues, would conserve judicial resources by avoiding unnecessary fee proceedings and a second appeal. The assignees respond that the issue is not ripe for appellate review because the partial final judgment merely reserved jurisdiction over those issues. An attorney’s fee determination is generally not ripe for appellate review until the trial court has determined both entitlement to attorney’s fees and the amount of the award. See Dania Beach Boat Club Condo. Ass’n v. Forcier, 290 So. 3d 99, 102 (Fla. 4th DCA 2020). Here, the buyer’s challenge to attorney’s fees is not properly before us on this appeal. The partial final judgment contained no determination on entitlement to attorney’s fees nor the amount of the fee award. Rather, the trial court merely retained jurisdiction to consider future motions for attorney’s fees and costs. 5 We agree with the assignees on this issue and affirm. 2 And last, the buyer argues the trial court abused its discretion by denying his request for taxable costs against the backup buyer because the buyer prevailed against the backup buyer on her declaratory judgment claim. The buyer argues that, as the prevailing party, he was entitled to recover taxable costs as a matter of law, pursuant to section 57.041, Florida Statutes (2021). The backup buyer responds that section 86.081, rather than section 57.041, governs costs in declaratory judgment actions and vests the trial court with discretion to award costs as are equitable. The backup buyer argues the trial court properly exercised that discretion because: (1) the underlying dispute primarily concerned the association’s conduct in preventing the buyer’s purchase of the property, (2) the backup buyer played only a limited role as the holder of a backup purchase contract, (3) the buyer failed to apportion the costs attributable to the backup buyer, and (4) the association has already satisfied the final judgment, including the buyer’s taxable costs. We agree with the backup buyer. “A trial court’s award of costs is generally reviewed for an abuse of discretion, but the standard of review is de novo to the extent the issue involves statutory construction or the legal determination of whether costs may be awarded.” Fla. Dep’t of Health v. Woliner, 397 So. 3d 121, 123 (Fla. 1st DCA 2024) (citing Cornfeld v. Plaza of the Americas Club, Inc., 306 So. 3d 1136, 1139 (Fla. 3d DCA 2020)). Section 57.041 generally requires an award of taxable costs to the party recovering judgment. See § 57.041(1), Fla. Stat. (2021). However, section 57.041 applies only where a more specific statutory costs provision does not govern. Woliner, 397 So. 3d at 123–24. In declaratory judgment actions, section 86.081 controls and provides that “[t]he court may award costs as are equitable.” § 86.081, Fla. Stat. (2021). Accordingly, the assessment of costs in a declaratory judgment action is committed to the sound discretion of the trial court. First 2The attorney’s fees award is the subject of the second consolidated appeal. We address the merits below. 6 Protective Ins. Co. v. Featherston, 978 So. 2d 881, 884–85 (Fla. 2d DCA 2008). Here, although the buyer relies on section 57.041 to argue that he was entitled to taxable costs as the prevailing party, that statute does not govern his claims against the backup buyer. The buyer’s claims against the backup buyer sought declaratory relief concerning the parties’ competing contractual rights. Accordingly, section 86.081 governed, meaning the trial court had discretion in assessing taxable costs. See Featherston, 978 So. 2d at 884–85. The trial court acted within its discretion in declining to tax costs against the backup buyer. We affirm this issue as well. Attorney’s Fees Appeal – Case No. 2025-1575 Following the trial, the assignees moved for attorneys’ fees and costs against the buyer, pursuant to Paragraph 17 of the purchase agreement and section 57.041, Florida Statutes (2021). The assignees argued they were entitled to reasonable attorneys’ fees and costs because: (1) they were the prevailing parties on the rescission claim; (2) the assignment expressly incorporated the terms of the purchase agreement; and (3) the buyer remained liable because the agreement provided that buyers/assignors would not be released from liability upon assignment. The buyer responded that the only contractual basis for fees was Paragraph 17 of the purchase agreement. The assignment did not include an attorney’s fee provision. The buyer argued that Paragraph 17 did not authorize fees for litigation between the buyer and the assignee. The buyer alternatively argued that he ceased to be the “buyer” once he assigned the purchase agreement, and the buyer’s wife was never a party to either the purchase agreement or the assignment contract. The buyer further argued the assignees were not prevailing parties because the buyer prevailed on his principal claim against the association. At the hearing on the motion, the assignees argued that the rescission claim could not be separated from enforcement of the purchase agreement because the purchase agreement’s validity necessarily had to be litigated in defending against rescission of the assignment. The trial court rejected 7 the assignees’ request for fees on all claims and ruled that any fees would be assessed against only the buyer husband and only for the rescission claim. The trial court subsequently entered a written order and reserved jurisdiction to determine the fee and cost amounts. Subsequently, the trial court concluded that all the claims were inextricably intertwined because they incorporated the same factual allegations, the issues were interrelated, and enforcement of the assignment and defense of the rescission claim were “part and parcel” of one another. The trial court found the buyer failed to show that the claims were separable, but the assignees proved that allocating attorney time among the various claims was not feasible. The trial court determined that its prior order limiting fee entitlement to the rescission claim was “in error” and “superseded by this holding,” concluding the assignees were entitled to recover “all the fees incurred.” The trial court then awarded the assignees $248,767.50 in attorney’s fees, $8,852.55 in taxable costs and expert witness fees, and $11,951.83 in prejudgment interest, for a total judgment of $269,571.88. The buyer moved for rehearing, which the trial court denied. The buyer now appeals the multiple orders and final judgment awarding attorneys’ fees to the assignees and the order denying rehearing. • Analysis The buyer argues the trial court erred in awarding attorneys’ fees to the assignees because the assignment did not contain an attorneys’ fees provision. Instead, the trial court improperly relied on Paragraph 17 of the purchase agreement, which authorized attorneys’ fees in disputes between the buyer and the sellers. Although the assignees succeeded to the buyer’s rights under that purchase agreement, they did not assume the sellers’ rights. Thus, the fee provision does not apply to a dispute between the buyer and the assignees, who both occupy the “buyer” position under the purchase agreement. The assignees respond that the trial court properly awarded them attorneys’ fees because the purchase agreement expressly provided that an assignment does not release the buyer from the purchase agreement absent a written release or novation. We have de novo review of entitlement to attorney’s fees based on contract interpretation. Michelis v. Nugent, 412 So. 3d 786, 790 (Fla. 4th 8 DCA 2025) (quoting Waverly at Las Olas Condo. Ass’n, Inc. v. Waverly Las Olas, LLC, 88 So. 3d 386, 389 (Fla. 4th DCA 2012)). Attorneys’ fees are not recoverable unless provided by statute or contract. State Farm Fire & Cas. Co. v. Palma, 629 So. 2d 830, 832 (Fla. 1993). “The right to attorney’s fees under any contractual provision is limited by the terms of such provision. Attorney’s fees are not necessarily recoverable as to any and all litigation relating to a contract that provides for attorney’s fees.” Bay Lincoln-Mercury-Dodge, Inc. v. Transouth Mortg. Corp. of Fla., 531 So. 2d 1027, 1028 (Fla. 1st DCA 1988) (quoting Bowman v. Kingsland Dev., Inc., 432 So. 2d 660, 664 (Fla. 5th DCA 1983)). An assignee “stands in the shoes” of the assignor and is subject to all rights and defenses that could have been asserted against the assignor. Lauren Kyle Holdings, Inc. v. Heath-Peterson Constr. Corp., 864 So. 2d 55, 58 (Fla. 5th DCA 2003) (citing Dove v. McCormick, 698 So. 2d 585 (Fla. 5th DCA 1997); State Farm Fire and Cas. Co. v. Ray, 556 So. 2d 811 (Fla. 5th DCA 1990)). Accordingly, an assignee may enforce a contract’s prevailing- party attorney’s fee provision where the contract provides for it. See First Fin. Nw., Inc. v. Laver, 410 So. 3d 1, 4 (Fla. 4th DCA 2025). Here, the only basis for attorneys’ fees was under Paragraph 17 of the purchase agreement. That provision provided: 17. ATTORNEY’S FEES; COSTS: The parties will split equally any mediation fee incurred in any mediation permitted by this Contract, and each party will pay their own costs, expenses and fees, including attorney’s fees, incurred in conducting the mediation. In any litigation permitted by this Contract, the prevailing party shall be entitled to recover from the non- prevailing party costs and fees, including reasonable attorney’s fees, incurred in conducting the litigation. This Paragraph 17 shall survive Closing or termination of this Contract. The assignment contained no attorney’s fee provision. Here, the trial court awarded fees against the buyer/assignor in favor of the assignees. While the assignment placed the assignees in the buyer’s shoes with respect to the sellers, it did not place the assignees in the sellers’ shoes such that they could recover attorney’s fees against the buyer. 9 Accordingly, there is no contractual basis for the assignees’ entitlement to attorney’s fees. Neither Paragraph 17 of the purchase agreement, nor any provision of the assignment, entitles the assignees to recover fees. The trial court erred in its fee entitlement determination. We therefore reverse the attorney’s fees award. Affirmed on all issues in case number 2024-2398. Reversed on the attorney’s fees award in case number 2025-1575. GROSS and CIKLIN, JJ., concur. * * * Not final until disposition of timely-filed motion for rehearing. 10