Background
Guy Bennett Rubin and Stephanie Rubin sued after an association refused to approve the closing of their purchase of a residence in a private community. Although the association had denied the Rubins’ membership application, Guy Rubin assigned the purchase agreement to CKENA5 Holdings, LLC, whose owners were already approved association members. The association then asserted that the purchase agreement had automatically terminated before the assignment and refused to issue the approval needed to close.
The trial court determined that the purchase agreement had not terminated, the assignment was valid and not subject to rescission, the assignees could proceed to closing, and a backup buyer’s contract never became effective. It also declined to tax costs against the backup buyer. In later fee proceedings, the court awarded the assignees $248,767.50 in attorney’s fees as part of a judgment that also included costs, expert-witness fees, and prejudgment interest.
The Court’s Holding
The Fourth District affirmed all issues in case number 4D2024-2398. It held that the trial court was not required to make separate written findings on every theory supporting rescission, and it found no reversible error in the rejection of the buyer’s impossibility, frustration-of-purpose, mutual-mistake, and lack-of-consideration arguments. It also held that the earlier partial final judgment merely reserved jurisdiction over attorney’s fees, so fee entitlement was not ripe for review in that appeal.
The court further upheld the denial of costs against the backup buyer because the discretionary cost provision governing declaratory-judgment actions, section 86.081, Florida Statutes, controlled over the general prevailing-party cost statute. In consolidated case number 4D2025-1575, however, the court reversed the attorney’s-fee award. The purchase agreement’s fee clause governed litigation between the buyer and sellers, while the assignment contained no fee provision; because the assignees stepped into the buyer’s position rather than the sellers’ position, they had no contractual right to recover fees from the buyer. The opinion reversed only the attorney’s-fee award and did not expressly reverse the judgment’s separate costs, expert-witness-fee, or prejudgment-interest components.
Key Takeaways
- A trial court need not issue separate written findings on each rescission theory unless a statute, rule, or governing law requires them.
- Costs in a declaratory-judgment action are governed by section 86.081’s equitable, discretionary standard rather than section 57.041’s general prevailing-party rule.
- An assignee may enforce only the contractual fee rights it actually acquires; stepping into the buyer’s shoes did not give these assignees the sellers’ right to recover fees from the buyer.
Why It Matters
The decision underscores that an assignment does not automatically make every contractual fee provision enforceable between assignor and assignee. Courts must examine the provision’s language and the contractual positions occupied by the litigants.
It also clarifies that prevailing on a declaratory claim does not create an automatic right to taxable costs when Florida’s declaratory-judgment statute applies, and that appellate dispositions must distinguish an attorney’s-fee award from other components of a monetary judgment.