In short: Low Key Limited and related parties appealed a Monroe County jury verdict arising from the sale of a boat and boat-lift business. The Third DCA affirmed the verdict and judgment on liability and damages without discussion, and dismissed both sides’ appeals on attorney’s fee entitlement because the trial court had not yet set an amount.
The Facts
This dispute grew out of the sale of a boat and boat-lift business in Monroe County, along with the real estate the business operated on. The buyers, Low Key Limited, Inc., Atlantic Davits & Boatlifts, Inc., and Richard Haight, ended up on the losing side of a jury trial and appealed the final judgment.
The appellate opinion is short and does not recite the facts. According to the oral argument as described in the video, the buyers argued that their own damage claims arising from the sale should offset the sellers’ counterclaim on the promissory note given as part of the purchase price. They also argued that a contract clause folded the note, the guarantees and the closing documents into one integrated agreement, that the jury was wrongly instructed on who bore the burden on affirmative defenses, and that the trial court got the prevailing-party fee question wrong.
The final judgment had two parts: the jury verdict on liability and damages, and a ruling that a party was entitled to attorney’s fees and costs, with the amount reserved for later. A separate later fee order was the subject of a second, stayed appeal.
The Decision
The Third District affirmed the verdict and the final judgment on liability and damages, finding no error but writing no analysis on the note, integration, or jury-instruction arguments. On attorney’s fees, the court dismissed both the appeal and the cross-appeal. An order that decides only that a party is entitled to fees, while reserving the amount, is not final, so it was not ripe for review yet.
Because the merits ruling was an affirmance without explanation, the arguments described above are what the parties argued, not holdings of the court.
The Law
Under Florida appellate practice, a court of appeal generally reviews final orders. An order that determines entitlement to attorney’s fees but leaves the amount for later is nonfinal; the fee issue is reviewed once the amount is fixed. The court relied on Rhodes v. Newport Building & Construction, 86 So. 3d 1245 (Fla. 2d DCA 2012), for that point.
The underlying contract arguments are common in business-sale litigation: whether multiple documents signed at one closing are read together as one contract, and whether a buyer’s claims about the deal can be set off against the seller’s claim on the purchase-money note. A jury verdict on those questions is hard to disturb on appeal.
Lessons
- When a business and its real estate are sold together with seller financing, the note, guarantees and closing documents may be read as one deal. Draft the integration clause with that in mind.
- A buyer who thinks the deal was misrepresented should plead and prove those claims carefully; a jury verdict on them is rarely overturned.
- Do not appeal a fee-entitlement ruling by itself. Wait until the court sets the amount, then appeal.
- An affirmance without explanation tells you the outcome, not the reasoning. It is weak authority for anyone’s legal theory.
Watch the Oral Argument
This is the recording of the actual oral argument, posted on the channel. What lawyers and judges say at argument is not the ruling; the decision is summarized above. (The channel has this argument posted twice; the other upload is here.)
Can Damage Claims Offset a Promissory Note? Reading the Closing Papers as One Contract | Low Key v. Annesser
Go Deeper
- Florida's Summary Judgment Rule: How Rule 1.510 Ends Cases Without a Trial
- How Appeals Work in Florida: The 30-Day Deadline, Costs, and What a PCA Means
Frequently Asked Questions
Can I appeal an order saying the other side is entitled to attorney's fees?
Usually not right away. In Florida, an order that only decides entitlement to fees, while reserving the amount, is nonfinal. The appellate court in Low Key dismissed both sides’ fee appeals for that reason. The fee issue can be raised once the trial court enters an order fixing the amount.
Can a buyer offset damages against the promissory note in a business sale?
Buyers often argue that misrepresentation or breach by the seller should reduce what they owe on a purchase-money note. Whether that works depends on the contract terms and the facts proven at trial. In Low Key, the buyers raised that argument, but the jury verdict against them was affirmed.
Are closing documents in a business sale treated as one contract?
Often, yes. Documents signed at the same time for the same transaction can be read together, and many sale contracts say so expressly. Whether that helps or hurts a party depends on what the combined documents say about remedies, defaults and fees.
What does 'affirmed in part and dismissed in part' mean?
It means the appellate court upheld part of the trial court’s judgment and declined to review another part. In Low Key, the verdict on liability and damages was upheld, and the fee-entitlement issue was dismissed as premature, not decided on its merits.
Talk to a Florida real estate litigation lawyer
Weidner Law, P.A. handles Florida real estate disputes, title problems and appeals from St. Petersburg. If you need a real estate litigation lawyer, call (727) 954-8752 or email weidner@mattweidnerlaw.com.
Read the law yourself, free: every Florida statute and court rule is on floridarules.net.
This article is general information about Florida law, not legal advice about your situation. Reading it, watching the videos, or contacting the firm does not create an attorney-client relationship. Every case turns on its own facts, and past results do not guarantee a similar outcome. The hiring of a lawyer is an important decision that should not be based solely upon advertisements.
