Background
Guy Bennett Rubin and Stephanie Rubin sought to purchase a residence in the Sailfish Point community, but the homeowners’ association denied the required membership approval. To preserve the transaction, the buyer assigned the purchase agreement to CKENA5 Holdings, LLC, whose owners were already approved association members. The association then refused to permit closing, asserting that the original purchase agreement had automatically terminated when it denied the buyer’s application.
The buyers sued the association and sought rescission of the assignment on theories including lack of consideration, impossibility, frustration of purpose, and mutual mistake. The assignees counterclaimed for a declaration that the assignment was enforceable, while a backup buyer sought recognition of her contingent contract. The trial court held that the original purchase agreement had not terminated, the assignment remained valid, the assignees could close, and the backup contract never became effective. It later awarded the assignees $248,767.50 in attorney’s fees, plus costs, expert fees, and prejudgment interest.
The Court’s Holding
In case number 4D2024-2398, the Fourth District affirmed the underlying judgment in all respects. The trial court was not required to make separate written findings on every theory supporting rescission, and the appellate court found no merit in the buyer’s mutual-mistake and consideration arguments. It also held that the trial court had discretion under Florida’s declaratory-judgment statute to decline to tax costs against the backup buyer.
In case number 4D2025-1575, the court reversed the attorney’s-fee award. Although the assignment placed the assignees in the buyer’s shoes with respect to the sellers, it did not give the assignees the sellers’ contractual right to recover fees from the buyer. Because the assignment itself contained no attorney’s-fee provision and the purchase agreement’s fee clause did not cover litigation between the buyer and the assignees, no contractual basis supported the award.
Key Takeaways
- An assignee acquires the assignor’s contractual position but does not automatically acquire another contracting party’s rights against the assignor.
- A contractual attorney’s-fee clause applies only within its stated scope and does not necessarily cover every dispute related to the contract.
- Costs in a declaratory-judgment action are governed by section 86.081, Florida Statutes, which permits a court to award costs as equity requires.
Why It Matters
The decision underscores that parties cannot extend a fee-shifting provision beyond the relationships and disputes covered by its text. An assignment may transfer substantive contract rights without creating a right to recover attorney’s fees in later litigation between assignor and assignee.
The opinion also confirms that Florida trial courts retain equitable discretion over costs in declaratory-judgment proceedings, even when one party prevailed on the competing declarations.