Opinion
No. 1D19-2802
04-07-2020
Charles TIMMONS, Appellant, v. LAKE CITY GOLF, LLC d/b/a The Country Club At Lake City, a Florida limited liability company; Carl Ste Marie, an individual; and Nicole Ste. Marie, as successor member to Claude Ste. Marie, deceased, Appellees.
Meagan L. Logan and Sara Jane Carter of Douglas & Carter, Lake City, for Appellant. Jeffrey R. Dollinger of Scruggs, Carmichael & Wershow, P.A., Gainesville, for Appellee Lake City Golf, LLC; Guy W. Norris of Norris & Norris, P.A., Lake City, for Appellees Ste. Marie.
Meagan L. Logan and Sara Jane Carter of Douglas & Carter, Lake City, for Appellant.
Jeffrey R. Dollinger of Scruggs, Carmichael & Wershow, P.A., Gainesville, for Appellee Lake City Golf, LLC; Guy W. Norris of Norris & Norris, P.A., Lake City, for Appellees Ste. Marie.
Rowe, J.
Charles Timmons appeals a final judgment confirming an arbitration award. Timmons argues that the judgment is not final because it merely confirms the arbitration award and lacks traditional words of finality. He also asserts that the trial court erred by not entering judgment in his favor or including language in the judgment giving him the right of execution and final process. We affirm.
Facts
Timmons, his wife, Regina, along with Claude Ste. Marie, Nicole Ste. Marie, and Carl Ste. Marie, formed Lake City Golf Club, LLC in 2009. Years later, after Regina Timmons and Claude Ste. Marie passed away, a dispute arose among the remaining parties about Carl Ste. Marie’s handling of the LLC’s finances. The parties resolved the dispute through mediation. The settlement agreement reached at mediation granted Timmons a mortgage against the LLC for $1,750,000 to be secured by real estate and other LLC assets. Under the agreement, the LLC was to make mortgage payments to Timmons. But because of material changes in the financial condition of the LLC, no payments were ever made.
To recover the payments and enforce the settlement agreement, Timmons sued the LLC and Carl Ste. Marie. Ste. Marie moved to compel arbitration pursuant to the LLC’s operating agreement. The parties went to arbitration. The arbitrator found that the settlement agreement reached at mediation was enforceable and that the LLC breached the agreement. The arbitrator found that the LLC owed Timmons about $1,850,000. Timmons sought authority to execute on the mortgage. But the arbitrator denied Timmons’ request after finding that the LLC could not afford to pay the mortgage. Instead, the arbitrator recommended that a receiver be appointed to begin judicial dissolution of the LLC. The arbitrator later amended the arbitration award to clarify that the trial court would determine the priorities of the distribution of the net proceeds derived from the judicial dissolution of the LLC.
Timmons then moved in the circuit court to confirm the amended arbitration award and to enter judgment in his favor. The LLC and the Ste. Maries also moved to confirm the arbitration award, but opposed the entry of final judgment for Timmons. Instead, they argued that the trial court should appoint a receiver and order the receiver to seek judicial dissolution of the LLC.
After a hearing, the trial court entered a final judgment confirming the arbitration award. The court found that the LLC owed Timmons around $1,850,000. The court appointed a receiver and authorized the receiver to begin judicial dissolution of the LLC. The court retained jurisdiction to enter any necessary orders to enforce the judgment. This appeal follows.
Analysis
We review a final judgment confirming an arbitration award for an abuse of discretion. Nucci v. Storm Football Partners , 82 So. 3d 180, 181 (Fla. 2d DCA 2012).
Timmons claims the trial court erred in three respects when it entered the final judgment confirming the arbitration award. First, he argues that the judgment is not final because it merely confirms the arbitration award and lacks traditional words of finality. Second, Timmons contends that the trial court should have entered judgment in his favor. Third, he asserts that the trial court should have included language in the judgment giving him the right of execution and final process. Each argument lacks merit.
First, Timmons argues that the trial court’s judgment was not final because it merely confirmed the arbitration award. After entry of an arbitration award, a party to the arbitration may move in circuit court for an order confirming the award. § 682.15, Fla. Stat. (2018). The court must then "issue a confirming order unless the award is modified or corrected pursuant to s. 682.10 or s. 682.14 or is vacated pursuant to s. 682.13." § 682.12, Fla. Stat. Once the court confirms the arbitration award, unless there is a pending motion to correct or modify the award, the trial court must then enter a final judgment. § 682.15(1), Fla. Stat. (2018).
The question presented here is whether the trial court merely confirmed the arbitration award or entered a final judgment. If the trial court merely confirmed the arbitration award, the judgment is not final and not appealable. Ross v. Prospectsplus!, Inc. , 182 So. 3d 802, 803 (Fla. 2d DCA 2016). We find that the judgment was final because the trial court did more than just confirm the arbitration award. Though the judgment incorporates the arbitration award and clarification order, the trial court also cited section 682.15 and titled its ruling as a final judgment. And the trial court appointed a receiver to begin judicial dissolution of the LLC so that the receiver could distribute the dissolution proceeds. Finally, while the final judgment includes a retention of jurisdiction, the trial court retained jurisdiction only to enforce the judgment. This retention of jurisdiction does not disturb the finality of the judgment. See Prime Orlando Props., Inc. v. Dep’t of Bus. Regulation , 502 So. 2d 456, 459 (Fla. 1st DCA 1986) (holding that a clause reserving jurisdiction to enforce an order does not destroy the finality of the order).
Even so, Timmons argues that the judgment is not final because it does not include traditional words of finality like "go hence without day" or "let execution lie." This argument fails because finality does not depend on whether the trial court uses particular words or phrases. Hoffman v. Hall , 817 So. 2d 1057, 1058 (Fla. 1st DCA 2002) ; see also Ball v. Genesis Outsourcing Sols., LLC , 174 So. 3d 498, 500 (Fla. 3d DCA 2015) (explaining the origins of the phrase "go hence without day"). Rather, a judgment is final when it puts an end to judicial labor, with only execution and enforcement of the judgment remaining. City of Tallahassee v. Big Bend PBA , 703 So. 2d 1066, 1069 (Fla. 1st DCA 1997). The judgment here does just that. The judgment confirms the arbitration award, providing that the terms of the award are "incorporated into this Final Judgment by reference as the Final Judgment of this Court." The judgment also includes the amount owed to Timmons, directs the process for the receiver to begin judicial dissolution of the LLC, and directs the receiver to determine the priorities in the distribution of the dissolution proceeds. The judicial labor in this case came to an end, leaving the receiver to execute the judgment through new judicial proceedings to dissolve the LLC. There is nothing more for the trial court to do. The judgment is final.
Next, Timmons asserts the trial court erred by entering a final judgment that did not conform to the arbitration award. When a trial court confirms an arbitration award, it must enter judgment in conformity with the arbitration award. § 682.15, Fla. Stat.; see also Polley v. Gardner , 98 So. 3d 648, 649 (Fla. 1st DCA 2012). Timmons argues that the judgment is inconsistent with the arbitration award because it does not grant judgment in his favor. But Timmons can point to no provision of the arbitration award or clarification order that requires entry of a judgment in his favor. Though the arbitrator determined the amount the LLC owed to Timmons, the arbitrator recommended the appointment of a receiver to begin judicial dissolution of the LLC and to determine the priorities of distribution (including any distribution to Timmons) of the net proceeds of the sale of the LLC’s assets. The final judgment confirmed the arbitration award and provided the relief necessary to carry out the terms of the arbitration award. And thus, the relief provided in the final judgment properly conformed to the relief awarded in arbitration.
Finally, Timmons argues that the judgment is flawed because it does not include language giving him the right of execution and final process. We disagree. The final judgment does not provide that relief because the arbitration award did not contemplate that type of relief. The arbitrator determined the amount of money owed to Timmons under the mortgage. And even though Timmons sought damages, attorneys’ fees, and costs against the LLC, the arbitrator did not award that requested relief. Instead, the arbitrator recommended that the trial court appoint a receiver with customary powers to dissolve the LLC and to present to the receivership court the priorities of distribution of company assets. The final judgment provides that the amount owed to Timmons "shall be paid by the Receiver under the judicial dissolution and receivership proceedings," and that "thereafter" the receivership court shall determine the priorities of distribution of net proceeds from judicial dissolution and sale of company assets. The final judgment thus establishes the sole process for Timmons to recover the debt owed to him from the assets of the LLC. For these reasons, the trial court did not err by not granting Timmons the right of execution and final process in the final judgment. We, therefore, AFFIRM the final judgment confirming the arbitration award.
Kelsey, J., concurs; Makar, J., concurs with opinion.
Makar, J., concurring.
I fully concur and point out that the trial court was required to confirm the arbitration award in this case as it found it. As the trial court noted in its final judgment of confirmation, the arbitration award and a clarification were "filed with this Court in this action without a request to modify, correct, or vacate either of them." (Emphasis added.) By not attempting to modify, correct or vacate the arbitration award, the plaintiff acquiesced in its enforcement method, making it incumbent on the trial judge to enter a final judgment specifying that plaintiff is owed approximately $1,850,000 plus pre-award interest and that the amount owed to plaintiff "shall be paid ... under the judicial dissolution and receivership proceedings" in accordance with the arbitration award and clarification. Affirmance of the trial court’s order is thereby appropriate.