SCALES, J.
REWJB Dairy Plant Associates, etc., et al. (REWJB or Farm Stores), Defendants below, appeal from the trial court's December 4, 2012, order granting Plaintiff Bombardier Capital Inc.'s (Bombardier) motion for additur. The order granting Bombardier's additur motion also retroactively granted Bombardier's motion for directed verdict on Farm Stores' accord and satisfaction defense. We reverse and remand for a new trial on both liability and damages. We likewise reverse the order insofar as it granted a directed verdict on Farm Stores' defense of accord and satisfaction.
In August 1999, REWJB, doing business as Farm Stores, executed and delivered to Bombardier, its financer, a master lease agreement; an amendment to the master lease agreement; an interim lease addendum; and, at various times after August 1999, fourteen sequentially-numbered equipment schedules, which expressly incorporate the master lease agreement into each equipment schedule (collectively, all delivered documents are referred to as "the Contract"). The Contract consisted of certain voluminous equipment schedules (equipment schedule or equipment schedules referred to as "ES"), whereby Bombardier leased to Farm Stores eight prefabricated buildings ("prefabs"),
The Contract provided that each ES was separately enforceable and that the terms and conditions of the Contract would apply to each ES. Thus, each ES represented a separate contract.
Some of the ES contained an automatic renewal provision, which included an option allowing Farm Stores to purchase the leased property for a specific price. Pursuant to this provision, the lease would automatically renew unless Farm Stores provided Bombardier with notice at least 270 days prior to the lease term's expiration.
On May 1, 2005, Farm Stores wrote to Bombardier, stating:
On June 9, 2005, Bombardier responded that ES 2 — whose five-year term commenced in August 2000 and expired July 1, 2005 — required Farm Stores to provide 270 days' (i.e., on or before October 4, 2004) written notice prior to the end of the lease term. Bombardier advised Farm Stores that, since Farm Stores' May 1, 2005, notice was untimely, ES 2 would be automatically renewed for a one-year term, but Farm Stores could purchase the equipment for the price outlined in ES 2.
Between Bombardier's June 9, 2005, response letter and August 22, 2005, the parties engaged in discussions regarding the Contract and the various ES. As a result of such discussions, Farm Stores' president sent Bombardier an August 23, 2005, letter, which Farm Stores characterizes as the memorialization of the parties' "goodbye agreement."
In that August 23, 2005, "goodbye agreement" letter, Farm Stores states that it will continue to lease the computer equipment covered by ES 2 for an additional year (i.e., from July 1, 2005, through
Farm Stores' "goodbye agreement" letter also purported to address that portion of the parties' Contract related to the prefabs. The relevant part of the letter reads as follows:
Consistent with the "goodbye agreement" letter, payments in full for prefabs identified in ES 4, 9, and 10, followed sequentially in August, September, and October 2005. Cover letters — dated August 25, 2005; September 11, 2005; and October 4, 2005 — accompanied the payments and made clear that each payment was tendered for each of these prefabs, and was intended as payment in full satisfaction of Bombardier's claims regarding ES 4, 9, and 10. Bombardier cashed each check.
Bombardier disputes that the parties had a "goodbye agreement," and that, even if such "goodbye agreement" existed, Farm Stores did not fully perform same, thus rendering Farm Stores liable for all sums due under the Contract.
Farm Stores asserts that the "goodbye agreement" letter constituted an accord and satisfaction, and, to the extent that the account was not satisfied, it was Bombardier who prevented such satisfaction.
On January 19, 2006, Bombardier filed a single-count complaint against Farm Stores for breach of contract. While not expressly delineated in its complaint, Bombardier essentially claimed that Farm Stores: (1) failed to pay certain sums in connection with computer equipment and related items leased under ES 2; (2) failed to pay certain sums in connection with the prefabs leased under ES 4 through 10; and (3) failed to reimburse Bombardier, as required by the Contract, for certain personal property tax payments, which Bombardier allegedly made to taxing authorities. Farm Stores answered, raising accord and satisfaction
In May 2011, the parties filed cross-motions for summary judgment. The trial court found that, despite the confusing language contained in the automatic renewal provisions, the automatic renewal provisions were applicable, and, therefore, the leases on the prefabs were automatically renewed for twelve months because Farm Stores "did not give the applicable 270[-]day notice."
However, the trial court denied Bombardier's motion for summary judgment on Farm Stores' defenses of accord and satisfaction and setoff. The trial court determined that disputed issues of fact remained as to: (1) whether an accord had been reached, and, if so, whether the parties had satisfied that accord; and (2) the related issue of whether Bombardier had appropriately applied the funds paid by Farm Stores.
With regard to the computer equipment lease (i.e., ES 2), the trial court denied Bombardier's summary judgment motion, holding that the parties' dispute regarding whether a valid notice obligation existed presented a fact question for the jury.
A new trial judge inherited this case on the morning of trial, and the trial ensued on May 14, 2012.
During trial, Bombardier presented alternative damage schedules, and its damage witness presented the jury with different damage options. Farm Stores presented no evidence of damages during trial, but in closing argument suggested it was owed $11,000 from Bombardier.
At the conclusion of the evidence, Bombardier moved for a directed verdict on Farm Stores' accord and satisfaction defense. The trial court reserved ruling, but, at least initially, determined that the defense presented a factual question for jury determination, and the jury was instructed on this defense. Recognizing the previously entered summary judgment, the trial court instructed the jury as follows:
The trial court also instructed the jury on Farm Stores' defense of accord and satisfaction.
The trial court proposed, and both parties agreed to use, a general verdict form. The verdict form simply stated:
After a week-long trial, on May 21, 2012, the jury returned a verdict, answering "Yes" to question one. It awarded damages to Bombardier in the amount of $51,000.
Pursuant to section 768.74, Florida Statutes (2012)
(footnote omitted).
On July 27, 2012, the trial court held a hearing on Bombardier's motions but did not make any oral findings. At the conclusion of the hearing, the trial court requested the testimony of four witnesses, the transcript of the post-trial motion hearing, and that the parties submit proposed orders within thirty days of the date of the hearing.
On September 21, 2012, Farm Stores submitted its proposed order, not surprisingly, suggesting that the trial court deny Bombardier's motions for additur and new trial. Bombardier submitted its proposed order, suggesting that the trial court grant its motion and add $1,077,062.18 to the existing $51,000 jury award.
On December 4, 2012, the trial court entered a written order, adopting Bombardier's proposed order verbatim. The trial court found: (1) Bombardier was entitled to a directed verdict on Farm Stores' defense of accord and satisfaction;
Pursuant to section 768.74(4), Florida Statutes (2012), the trial court allowed Farm Stores seven days to advise whether Farm Stores accepted the additur. As outlined in the statute, if Farm Stores objected to the additur, the trial court would order a new trial on damages only. Farm Stores responded to the trial court's additur order by filing this appeal, thus rejecting the trial court's proposed additur award.
Try as we might, we, like the trial court and the parties, are simply unable to reconcile the jury's verdict with the evidence. Nor are we able to discern how the jury adjudicated Farm Stores' defenses, how they calculated damages, or how they applied the trial court's instructions.
The verdict form at issue here simply reads, "Did Farm Stores breach their contracts with Bombardier in any way?" Although both parties agreed to the use of this general verdict form, it is impossible to determine
It is similarly impossible to determine how the jury resolved the dispute regarding the notice provision in ES Number 2. It is also impossible to determine how (or if) the jury award was affected by Farm Stores' setoff defense.
The order on appeal, though, calculated additur very specifically. The trial court simply assumed the jury found in favor of Farm Stores on ES Number 2 (computer equipment), and awarded nothing to Bombardier on that claim. However, responding to the jury's $51,000 breach of contract award, the trial court also found that, even if the jury "awarded nothing for computer equipment [ES Number 2], the icemaker [ES Number 3], prefabs 8, 9 and 10 and taxes, the damage calculation options and evidence for pre-fabs 5, 6, and 7 were ...
The trial court then awards Bombardier damages, based on automatic renewals for prefabs 5, 6, and 7, through May 1, 2012, and interest through May 14, 2012 (the first day of trial), resulting in a total damage figure of $1,128,062.18.
Pursuant to section 768.74(4), Florida Statutes (2012), if the party adversely affected by an additur does not agree to the additur, "the court shall order a new trial in the cause
However, a new trial on
In the instant case, the jury answered "Yes" to the question whether Farm Stores breached its contracts with Bombardier "in any way." Unfortunately, the jury was not asked
Therefore, given this case's unique factual backdrop, we are compelled to reverse and remand for a new trial on all issues. See Timmy Woods Beverly Hills, Ltd. v. Greenwald, 475 So.2d 256, 258 n. 5 (Fla. 3d DCA 1985) ("A rule which requires a complete new trial when liability is close and damages clearly inadequate prevents appellate courts from having to engage in the type of post-hoc mind-reading which would be necessary to decide whether the jury was confused, in which case a new trial on damages alone would be adequate, or compromising, which would require a new trial on liability as well.").
We also reverse the post-trial order granting a directed verdict in favor of Bombardier on Farm Stores' defense of
There was conflicting evidence on the issue of whether the parties' conduct constituted an accord and satisfaction for some, or all, of Bombardier's ES claims. The record reflects Bombardier negotiated checks tendered by Farm Stores as full and final payment for each of several prefabs, and the parties' correspondence regarding this issue plainly presents a factual issue for jury consideration. Such a conflict generally is a question for the province of the jury. See Cornette v. Rite Commc'n Sys., Inc., 573 So.2d 1055, 1056 (Fla. 2d DCA 1991) (reversing directed verdict on accord and satisfaction where there was conflicting evidence for the jury to resolve); S. Bell Tel. & Tel. Co. v. Acme Elec. Contractors, Inc., 418 So.2d 1187, 1189 (Fla. 4th DCA 1982) ("Generally, the determination of whether there is an accord and satisfaction is left to the finder of fact.").
This ruling is, obviously, without prejudice to the parties' ability to again move for a directed verdict on this, or any other, issue if the facts established at trial warrant such relief.
We remand for a new trial on both liability and damages. We likewise reverse the directed verdict on Farm Stores' defense of accord and satisfaction.
Reversed and remanded with directions consistent herein.
(emphasis added).
During the course of litigation, Farm Stores took the position that its agreement — as manifested in its August 23, 2005, "goodbye agreement" letter to Bombardier — to pay an additional year of rent for the computer equipment leased per ES 2 was based on Farm Stores' erroneous belief that the 270-day notice provision was contained in ES 2. Farm Stores' president testified that he had actually stricken the 270-day notice provision from ES 2, so that his initial May 1, 2005, purported termination of ES 2 should have been effective. Thus, Farm Stores should receive a set off for sums Farm Stores paid to Bombardier after Farm Stores' May 1, 2005, purported termination of ES 2.
