               Case: 15-13012       Date Filed: 09/02/2016       Page: 1 of 10


                                                                      [DO NOT PUBLISH]

                  IN THE UNITED STATES COURT OF APPEALS

                            FOR THE ELEVENTH CIRCUIT
                              ________________________

                                    No. 15-13012
                              ________________________

                         D.C. Docket No. 1:07-cv-22988-RWG



BUCKLEY TOWERS CONDOMINIUM, INC.,

                                                           Plaintiff-Appellee
                                                           Cross-Appellant,

                                            versus

ROSENBAUM MOLLENGARDEN PLLC,

                                                           Interested Party-Appellant
                                                           Cross-Appellee.

                              ________________________

                     Appeals from the United States District Court
                         for the Southern District of Florida
                             _______________________

                                    (September 2, 2016)

Before WILLIAM PRYOR and JILL PRYOR, Circuit Judges, and STORY, *
District Judge.

STORY, District Judge:

* Honorable Richard W. Story, United States District Judge for the Northern District of Georgia,
sitting by designation.
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      This appeal involves a dispute over attorneys’ fees between a client and one

of the three law firms that represented it in the underlying insurance litigation.

This is the second appeal taken from that litigation that relates to attorneys’ fees.

The question here is whether the district court properly interpreted and applied the

mandate that this Court issued in the first appeal. The client and the law firm each

appeal separate orders that the district court issued in the wake of the mandate, and

both argue that they were in contravention of this Court’s instructions. We find

that the district court properly interpreted and applied this Court’s mandate in both

instances.

                                 I. BACKGROUND

      The underlying litigation began in 2007 when Appellee/Cross-Appellant

Buckley Towers Condominium, Inc. (“Buckley”) filed a complaint against its

insurer to recover on a claim for damage suffered during Hurricane Wilma. This

litigation lasted for several years, and during that time Buckley was represented by

three separate law firms: Becker & Poliakoff, P.A. (“B&P”), Katzman, Garfinkel

& Rosenbaum, LLP (“KGR”), and Appellant/Cross-Appellee Rosenbaum

Mollengarden PLLC (“RM”).1 After a trial and an unrelated appeal, Buckley

ultimately won a judgment against its insurer for $12,035,449.00.



1
 RM began as Rosenbaum Mollengarden Janssen Siracusa, PLLC, but is now just Rosenbaum
Mollengarden PLLC.


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      After the district court entered judgment in favor of Buckley, the magistrate

judge entered a report and recommendation (“R&R”) that recommended the

disbursement from the court’s registry of $4,633,646.86 of the judgment among

B&P, KGR, and RM as their fees. Specifically, the R&R recommended that RM

receive its contingency fee minus the quantum meruit amounts due to B&P and

KGR, which would have resulted in the following distribution:

      RM:          $3,057,686.86
      KGR:         $894,897.00
      B&P:         $681,063.00
B&P and KGR objected to their quantum meruit awards, but the district court

adopted the R&R in full. B&P and KGR appealed (“KGR Appeal”). While the

KGR Appeal was pending, B&P and RM entered into a settlement agreement that

resolved B&P’s portion of the KGR Appeal. Through that settlement, RM agreed

to pay B&P an additional $618,937.00 from its contingency fee in exchange for a

dismissal of B&P’s appeal. This brought B&P’s fee to a total of $1.3 million.

      After this settlement, the magistrate judge held a hearing on several motions

relating to the disbursement of Buckley’s judgment. The result of this hearing was

the entry of an order (“Disbursement Order”) that called for the immediate

disbursement of attorneys’ fees to the three law firms from the funds in the court’s

registry. The Disbursement Order also called for $1,000,000 to remain in the

court’s registry as bond for the KGR appeal. This $1,000,000 consisted of



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$900,000 provided by RM and $100,000 provided by B&P. The Disbursement

Order specified that if the district court was reversed in the KGR Appeal, the

$1,000,000 would be allocated among B&P, RM, and KGR by direction of the

Eleventh Circuit’s mandate. Aside from the $1,000,000 bond, the Disbursement

Order called for the disbursement of the remaining registry funds as follows:

      RM:           $1,538,750.86
      KGR:          $894,897.00
      B&P:          $1,200,000.00

No party appealed the Disbursement Order.

      On July 30, 2013, this Court issued its mandate in the KGR Appeal. See

Buckley Towers Condo., Inc. v. Katzman Garfinkel Rosenbaum, LLP, 519 F. App’x

657 (11th Cir. 2013) (opinion issued May 20, 2013); see also Buckley Towers

Condo., Inc. v. QBE Ins. Corp., No. 1:07-cv-22988-RWG (S.D. Fla. July 30, 2013)

(mandate entered at docket number 663). We reversed the district court and

remanded, finding that the district court failed to properly apply Florida case law

when determining how to distribute fees among the three law firms. Instead, we

directed the distribution of fees as follows: (1) to B&P, its contingency fee less the

amounts owed to the other two firms; (2) to KGR, its quantum meruit; and (3) to

RM, “20/855—or approximately 2.34%—of the fee award remaining after KGR

[was] compensated.” We also said that the district court had abused its discretion

when it previously calculated KGR’s quantum meruit award. After providing



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instructions on how to properly calculate that award, we noted that “there is only

one issue to be decided on remand—KGR’s proper quantum meruit award.” Then,

in footnote 12, we provided an illustration of how the district court was to divide

the funds among the law firms once it determined the amount to which KGR was

entitled. Footnote 12 says:

             We note that because B&P settled its claim for $1.3
             million, it is entitled to no greater award than that amount
             to which it agreed. See Rosenberg, 409 So. 2d at 1022
             (limiting an attorney’s fee recovery to the contract fee
             agreed to by the attorney). Consequently, any award that
             B&P would be entitled to above the $1.3 million agreed-
             upon amount should be returned to Buckley. For
             example, if the magistrate determines KGR’s quantum
             meruit award to equal the $894,897 awarded plus the
             $75,232.50 sought in appellate fees, for a total of
             $970,129.50, then (a) RM[ ] would be entitled to
             $85,696.31 (approximately 2.34% of the remaining
             $3,663,517.36); (b) B&P would be entitled to its $1.3
             million; and (c) the remaining $2,277,821.05 set aside in
             the court registry for the charging liens would be returned
             to Buckley. This example is used entirely for
             demonstrative purposes and is not intended to dissuade
             the district court from using its sound discretion to
             determine a proper value for KGR’s charging lien.

      Following the mandate, Buckley filed a motion to compel RM to return its

$1,538,750.86 disbursement to the court’s registry, arguing that such action was

necessary to comply with the mandate. The magistrate judge entered an order

denying this motion, which the district court affirmed. That decision is the subject

of Buckley’s cross-appeal.



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      On May 19, 2014, the magistrate judge entered an R&R ruling on KGR’s fee

application. There, in applying the mandate, the magistrate judge increased KGR’s

quantum meruit award to $1,198,725.00, which called for an additional

disbursement of $303,828.00. The magistrate judge then ordered that all money

remaining in the court’s registry after this disbursement be returned to Buckley.

RM objected, arguing that this order improperly distributed the bond funds that

RM had posted to Buckley instead of returning them to RM as outlined in the

Disbursement Order. Nonetheless, the district court adopted the R&R, forming the

basis for RM’s appeal.

      This background gives rise to the two issues that we must decide, both

relating to the district court’s application of the mandate from the KGR appeal.

Buckley raises the first issue: whether the district court violated the mandate when

it denied Buckley’s motion to compel RM to return to the court’s registry the

portion of its $1,538,750.86 disbursement that was in excess of 2.34% of the

amount that B&P would have received had it not settled with RM. RM raises the

second issue: whether the district court exceeded the scope of the mandate when it

ordered that Buckley receive the funds remaining in the court’s registry after KGR

received its recalculated quantum meruit award.




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                           II. STANDARD OF REVIEW

      We review a district court’s interpretation of this Court’s mandate in a prior

case de novo. Cox Enters., Inc. v. News-Journal Corp., 794 F.3d 1259, 1272 (11th

Cir. 2015). The mandate rule is a “specific application of the ‘law of the case’

doctrine” requiring that “[a] trial court, upon receiving the mandate of an appellate

court, may not alter, amend, or examine the mandate, or give any further relief or

review, but must enter an order in strict compliance with the mandate.” Piambino

v. Bailey, 757 F.2d 1112, 1119-20 (11th Cir. 1985). The trial court must

implement “both the letter and the spirit of the mandate taking into account the

appellate court’s opinion and the circumstances it embraces.” Id. at 1119 (citations

omitted). “Although the trial court is free to address, as a matter of first

impression, those issues not disposed of on appeal, it is bound to follow the

appellate court’s holdings, both expressed and implied.” Transamerica Leasing,

Inc. v. Inst. of London Underwriters, 430 F.3d 1326, 1331 (11th Cir. 2005)

(quoting Piambino, 757 F.2d at 1120 (citations omitted)).

                                 III. DISCUSSION

      We will address the district court’s decisions chronologically. Thus, we

begin with its decision denying Buckley’s motion to compel. Buckley argues that,

to comply with the mandate, the district court should have ordered RM to return

$1,458,401.82 to the court’s registry. That amount represents the sum that RM



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received under the Disbursement Order less 2.34% of what B&P would have

recovered had it not settled. In other words, it is the amount distributed to RM in

excess of what Buckley claims RM was entitled to under the mandate.

      The magistrate judge identified the core difficulty with Buckley’s argument:

the mandate did not reverse the Disbursement Order. Nor could it have—the

Disbursement Order was never appealed. Ordering RM to disgorge a portion of

the funds it had already received would have required the district court to reopen

the Disbursement Order. But because the Disbursement Order was not the subject

of the KGR appeal, the mandate from that appeal left the Disbursement Order

untouched. Reopening it, therefore, would have been beyond what the mandate

required on remand.

      It is true that footnote 12 of the mandate provides that “any award that B&P

would be entitled to above the $1.3 million agreed-upon amount should be returned

to Buckley.” At first blush, this seems to call for the return of funds previously

distributed to RM. But other language in the footnote makes clear that while

Buckley might recover some of the money originally set aside for attorneys’ fees,

that recovery would only come from money remaining in the court’s registry.

Footnote 12 later says, in the context of the hypothetical, that “the remaining

$2,277,821.05 set aside in the court registry for the charging liens would be

returned to Buckley.” So while footnote 12 does contemplate that Buckley might



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receive some of the money set aside for attorneys’ fees, it does not contemplate the

disgorgement of funds already distributed under a separate, un-appealed order. For

this reason, we find that disgorgement of the distribution RM had already received

under the Disbursement Order was beyond the scope of the mandate. The district

court did not, therefore, err in adopting the magistrate judge’s order denying

Buckley’s motion to compel.

      We next turn to the district court’s decision that Buckley—rather than RM—

was entitled to the funds left over in the court’s registry after KGR received its

recalculated quantum meruit award. This ties in closely with the disgorgement

issue. As we said above, while the mandate does not contemplate disgorgement, it

does contemplate that Buckley would receive any money remaining in the court’s

registry that B&P would have been entitled to had it not settled. There was money

remaining in the court’s registry after the magistrate judge recalculated KGR’s

quantum meruit award and determined that KGR was entitled to an additional

$303,828.00. Under the plain language of footnote 12, Buckley was entitled to that

money. Thus, the district court did not err in adopting the magistrate judge’s R&R

awarding Buckley the remaining funds.




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                                IV. CONCLUSION

      We AFFIRM both the district court’s denial of Buckley’s motion to compel

and its order that the funds remaining in the court’s registry after KGR received its

full quantum meruit be returned to Buckley.




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