Agricultural Services v. Baggett Brothers Farm ( 2009 )

  •                                                        [DO NOT PUBLISH]
                      FOR THE ELEVENTH CIRCUIT
                        ________________________                  FILED
                                                         U.S. COURT OF APPEALS
                        Nos. 08-14984 and 08-16236         ELEVENTH CIRCUIT
                                                               JUNE 1, 2009
                          Non-Argument Calendar
                                                            THOMAS K. KAHN
                  D. C. Docket No. 02-00080-CV-SPM-AK
    f.k.a. F&W Agriservices Inc.,
    a.k.a. L. N. Baggett,
    a.k.a. Billy B. Baggett,
    et al.,
                 Appeals from the United States District Court
                     for the Northern District of Florida
                                (June 1, 2009)
    Before CARNES, MARCUS and ANDERSON, Circuit Judges.
          Agricultural Services and Investments, Inc., also known as the Cougar
    Agricultural Services Company, Inc., challenges post-judgment orders by the
    district court related to the enforcement of the judgment in this case as well as the
    award of attorney’s fees.
          The case began when Cougar sued Baggett Brothers Farm, Inc, as well as
    several individual members of the Baggett family (“the Baggetts”) for breach of
    contract. The Baggetts counterclaimed, alleging that Cougar owed them money
    under a lease agreement. After a bench trial, Cougar prevailed on its claim, and the
    Baggetts counterclaims were denied. As a result, Cougar won damages of
    approximately $450,000 and attorney’s fees of $100,000. The Baggetts appealed,
    however, and the tides turned. Although we affirmed Cougar’s judgment on the
    breach of contract claim, we reversed the district court’s denial of the Baggetts’
    counterclaims and held that they were entitled to approximately $2,500,000 in
    damages. See Cougar Agr. Servs. and Invs. Inc. v. Baggett Bros. Farm, Inc., 249
    Fed. Appx. 122, 129 (11th Cir. 2007). We also held that amount should be
    reduced by the $450,000 the Baggetts owed on Cougar’s breach of contract claim
    and therefore instructed the district court to enter judgment in favor of the Baggetts
    in the amount of just over $2 million. Id. While the appeal was pending, Cougar
    had recovered from the Baggetts the judgment and attorney’s fees initially awarded
    by the district court.
           After the Baggetts prevailed in the appeal, they filed several motions with
    the district court. First, they asked the district court to reverse its award of
    attorney’s fees to Cougar because the Baggetts were now the prevailing party.
    Second, they asked the district court to order Cougar to pay the $2 million that we
    held that they were entitled to and to repay the money that the Baggetts had paid
    Cougar on the original judgment before it was reversed. The district court granted
    both motions and ordered Cougar to pay the Baggetts approximately $2.7 million.
    In a separate order, the district court awarded the Baggetts attorney’s fees based on
    their successful counterclaim under the lease agreement. This is Cougar’s appeal
    challenging those orders.
           Cougar’s appeal boils down to two contentions. First, Cougar contends that
    the district court abused its discretion when it ordered Cougar to repay the
    judgment and related attorney’s fees that it had recovered from the Baggetts.
    Second, it contends that the district court erred in awarding attorney’s fees to the
          We review only for an abuse of discretion the district court’s post-judgment
    order forcing Cougar to repay the previously paid judgment and related attorney’s
    fees. See Mays v. United States Postal Serv., 
    122 F.3d 43
    , 46 (11th Cir. 1997).
    Cougar contends that the district court abused its discretion because Cougar’s
    claim underlying the judgment was affirmed on appeal. It argues that because the
    judgment was not reversed, the district court did not have the authority to order
    Cougar to return the money that it had recovered on that claim. It also argues that
    its claim is separate and distinct from the Baggetts’ counterclaim. We disagree.
          As a result of our opinion reversing the district court’s denial of the
    Baggetts’ counterclaims, Cougar owed more money to the Baggetts than the
    Baggetts had owed to Cougar. In other words the Baggetts netted out a win in the
    underlying lawsuit. When it was all said and done, Cougar on balance owed the
    Baggetts over two million dollars. Our precedent supports the district court’s
    authority to order equitable restitution of the Baggetts’ earlier payments to Cougar.
    See Piambino v. Bailey, 
    757 F.2d 1112
    , 1139 (11th Cir. 1985) (“Upon reversing a
    money judgment, an appellate court, drawing upon the equitable principle of
    restitution, may direct a party who has obtained satisfaction of the judgment to
    return the monies he has received to the party who paid them.” (citing Nw. Fuel
    Co. v. Brock, 
    139 U.S. 216
    , 219, 
    11 S. Ct. 523
    , 524 (1891))). Cougar argues that
    Piambino is distinguishable because, unlike in that case, in this one we affirmed
    Cougar’s judgment for breach of contract. We are unconvinced. Although the
    judgment on Cougar’s claim was affirmed, the overall decision about the damages
    owed in the case was reversed on appeal—from a $450,000 judgment in favor of
    Cougar to a $2 million judgment in favor of the Baggetts. But for the erroneous
    denial of the Baggetts’ counterclaim, they would not have been required to pay any
    amount to Cougar. The district court had the equitable power to “correct what had
    been wrongfully done.” Nw. Fuel Co., 139 U.S. at 219, 11 S. Ct. at 524. Just as in
    Piambino, the balance of equities in this case favors requiring Cougar to repay the
    judgment that it had collected earlier. See 757 F.2d at 1142.
           The district court also correctly found that “it would be inequitable to allow
    [Cougar] to keep the attorney fee payment that [the Baggetts] previously made”
    because this court had concluded that the basis for those fees was invalid.1
              The basis for Cougar’s attorney’s fees award was a security agreement between the
    parties that the district court ordered foreclosed because Cougar had prevailed at the bench trial.
    We reversed, noting that because Cougar now “owe[d] more money to the Baggetts than the
    Baggetts owe to [Cougar], the judgment of the district court that the security agreement is
    foreclosed is vacated as moot.” Baggett Bros. Farm, Inc., 249 Fed. Appx. at 129.
          Cougar also contends that the district court erred in awarding the Baggetts
    attorney’s fees based on their successful claim under the lease agreement. It makes
    two arguments. First, Cougar argues that the Baggetts failed to follow the required
    procedures for submitting a claim for attorney’s fees, including timely submission
    of documents supporting the hours spent on the case. Second, Cougar argues that
    the district court improperly based the fees on the total lease payments owed
    without considering various mitigating factors. Those arguments fail. The lease
    agreement contained an express provision for liquidated attorney’s fees. That
    provision stated that when it became necessary for a party to collect “any sum
    agreed to be paid by the other,” the collecting party was entitled to 15% of that
    amount. That attorney’s fees provision is enforceable under Florida law. See
    Burger King Corp. v. Mason, 
    710 F.2d 1480
    , 1496 (11th Cir. 1983) (citing Brickell
    Bay Club Condo. Ass’n, Inc. v. Forte, 
    397 So. 2d 959
    , 960 (Fla. 3d DCA 1981)).
    It was proper for the district court to base its fee award on the amount that we had
    held Cougar owed the Baggetts under the lease agreement. Just as in Mason, “[t]he
    district court did not err in awarding attorney’s fees as provided in the contract.”