       Third District Court of Appeal
                               State of Florida

                          Opinion filed August 9, 2017.
         Not final until disposition of timely filed motion for rehearing.

                               ________________

                         Nos. 3D16-1766 & 3D16-322
                         Lower Tribunal No. 12-4950
                              ________________


                      The Zodiac Group, Inc., et al.,
                          Appellants/Cross-Appellees,

                                        vs.

                            GrayRobinson, P.A.,
                           Appellee/Cross-Appellant.


     Appeals from the Circuit Court for Miami-Dade County, Gill S. Freeman
and Michael A. Hanzman, Judges.

      Kula & Associates, P.A., and Elliot B. Kula and W. Aaron Daniel and
William D. Mueller, for appellants/cross-appellees.

      GrayRobinson, P.A., and Karen L. Stetson and Jonathan L. Gaines, for
appellee/cross-appellant.

Before SALTER, EMAS and LUCK, JJ.

     SALTER, J.
        These consolidated cases involve an appeal by three former clients of a law

firm regarding final judgments determining (a) their liability for unpaid attorney’s

fees and costs,1 and (b) their liability for additional attorney’s fees and costs in the

law firm’s collection action following the former clients’ rejection of proposals for

settlement.2 The law firm has “conditionally cross-appealed” the final judgment

regarding the quantum of its former clients’ liability. Finding no reversible error in

the proceedings below, we affirm the judgments in favor of the law firm. In doing

so, we also affirm the jury’s reduction of the law firm’s claim for attorney’s fees in

the jury verdict and as reflected in the final judgment, thus rendering moot and

dismissing the law firm’s conditional cross-appeal.

        Two    arguments     warrant   brief    discussion:    (1)   the   argument   by

appellants/former clients The Zodiac Group, Inc. (“Zodiac”), David Felger, and

Daniel Felger, that only Zodiac could be held liable for the concededly-unpaid law

firm invoices; and (2) the argument by the appellants that the law firm’s offers of

judgment to the three former clients were unclear, were not made in good faith,

and were unenforceable.

        Identity of the Clients; Joint and Several Liability




1   Case No. 3D16-322.
2   Case No. 3D16-1766.

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      In 2010, Zodiac, its President (appellant David Felger), and its Vice-

President (appellant Daniel Felger, David Felger’s son), were sued in a federal

court action in the Southern District of Florida. The eight-count, 96-page, 331-

paragraph complaint in the case alleged violations of the Lanham Act, the

Racketeer Influenced and Corrupt Organizations Act (“RICO”), conspiracy to

violate RICO, the Florida Deceptive and Unfair Trade Practices Act, Florida’s

statute prohibiting the unauthorized publication of a name or likeness, unjust

enrichment, conversion, and civil conspiracy to convert.3 Only Zodiac, (via Daniel

Felger’s signature below the corporate name) signed a three-page engagement

letter prepared by the GrayRobinson law firm as the law firm commenced its

defense of Zodiac and the Felgers.        The engagement letter, however, was

addressed to Zodiac and each of the Felgers, and referred consistently to “you”

rather than to “Zodiac.”

      Apparently lacking the clairvoyant powers of the plaintiff and Zodiac’s

network of psychics involved in the federal action, GrayRobinson found itself in

2011 with an unacceptable balance of unpaid invoices and moved to withdraw as

counsel due to “irreconcilable differences.” In 2012, GrayRobinson commenced

its collection action against the three appellants4 in the Miami-Dade Circuit Court,
3 The plaintiff, Linda Georgian, alleged (among other things) that she was a

celebrity psychic and that Zodiac and the Felgers made false and unauthorized
claims that Georgian had endorsed Zodiac’s network of call-in psychic readers and
services.


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alleging breach of contract, breach of a verbal agreement, and quantum meruit.

The Felgers then filed affidavits denying that they were individually responsible

for the legal fees incurred by GrayRobinson and disputing the value of the firm’s

legal services. They also filed counterclaims against the law firm for “breach of

fiduciary duty” and “breach of professional duty,” and demanded trial by jury.

      After many procedural twists and turns, the trial court entered an amended

final judgment against all three defendants, jointly and severally, for the amount of

the reasonable attorney’s fees and costs determined by the jury in its verdict,

$115,422.26 (versus the total of $191,751.53, the unpaid fees and expenses

claimed by GrayRobinson in its complaint), plus prejudgment interest.            The

defendants appealed, and GrayRobinson conditionally cross-appealed.

      We affirm the amended final judgment in all respects.          The trial court

correctly determined that, when the Felgers filed insurance claims for

reimbursement of fees incurred in the federal lawsuit, they maintained that they

were individually liable for those fees.        Here, as in Baker v. Airguide

Manufacturing, LLC, 151 So. 3d 38, 40 (Fla. 3d DCA 2014), the Felgers could not

rely on their affidavits to repudiate their own admissions of individual liability to

their insurer (and receipt of reimbursement for some of their payments to

GrayRobinson). See also Trage v. 311 Meridian & 3rd St., LLC, 924 So. 2d 925

4The complaint named a fourth defendant, Matthew Perez, but the claim against
Mr. Perez was not adjudicated in the final judgments. He is not a party on appeal.

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(Fla. 3d DCA 2006); Elison v. Goodman, 395 So. 2d 1201, 1202 (Fla. 3d DCA

1981). The jury’s verdict regarding the reasonableness of the fees and costs

incurred, rendered after hearing evidence from both sides and their experts, will

not be disturbed here.

      The Proposals for Settlement

      In Case No. 3D16-1766, the issue is whether the separate “demands for

judgment/proposals for settlement” served by GrayRobinson on the defendants

pursuant to Florida Rule of Civil Procedure 1.442 and section 768.79, Florida

Statutes (2012), were enforceable.

      GrayRobinson served four separate proposals for settlement, though only

three are pertinent here. The offer to Zodiac was for $140,000.00, and included a

release of all the defendants had it been accepted and the settlement amount paid to

GrayRobinson. The offer to David Felger was for $40,000.00, and included a

release limited to David Felger, had the offer been accepted and the settlement

amount paid. The offer to Daniel Felger was for $60,000.00, and included a

release limited to Daniel Felger, had the offer been accepted and the settlement

amount paid.

      Zodiac and the Felgers argue that the offers were unclear and were made in

bad faith, citing cases such as State Farm Mutual Auto Insurance Co. v. Nichols,

932 So. 2d 1067, 1079 (Fla. 2006). We disagree. The offers are not unclear, each



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complies with Rule 1.442 and section 768.79, and the appellants made no showing

of bad faith. The proposals were separate proposals, not joint proposals, made to

each defendant, individually, to evaluate and settle with GrayRobinson

“irrespective of the other parties’ decisions.” Attorneys’ Title Ins. Fund, Inc. v.

Gorka, 36 So. 3d 646, 650 (Fla. 2010); Saewitz v. Saewitz, 79 So. 3d 831, 833 n. 1

(Fla. 3d DCA 2012). We thus also affirm the final judgments for attorney’s fees

and costs reviewed in Case No. 3D16-1766.

      Final judgments affirmed in the main appeals; GrayRobinson’s “conditional

cross-appeal” rendered moot and dismissed.




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