                                                         [DO NOT PUBLISH]

             IN THE UNITED STATES COURT OF APPEALS

                     FOR THE ELEVENTH CIRCUIT
                      ________________________             FILED
                                                      U.S. COURT OF
                              No. 04-15316               APPEALS
                         Non-Argument Calendar      ELEVENTH CIRCUIT
                      ________________________         JULY 5, 2005
                                                     THOMAS K. KAHN
               D. C. Docket No. 03-00249-CV-ORL-31-JGG CLERK

GARETH S. GELINAS,
JEFFREY T. GELINAS, et al.,

                                                     Plaintiffs-Appellants,

                                  versus

ACCELERATED BENEFITS CORPORATION,
AMERICAN TITLE COMPANY OF ORLANDO,

                                                     Defendants-Appellees.

                       ________________________

                Appeal from the United States District Court
                    for the Middle District of Florida
                     _________________________
                              (July 5, 2005)


Before HULL, WILSON and COX, Circuit Judges.

PER CURIAM:
      Plaintiffs appeal the judgment of the district court awarding attorneys’ fees in

favor of Defendant, American Title Co. Of Orlando (“ATCO”). Plaintiffs do not

challenge the district court’s finding that they were third-party beneficiaries of the

Trust Agreement and Escrow and Closing Agreements between ATCO and

Accelerated Benefits Corp. In fact, Plaintiffs proceeded on that theory below. As a

third-party beneficiary of those agreements, Plaintiffs are subject to all the equities

and defenses that would be available against the promisee. See Zac Smith & Co. v.

Moonspinner Condo. Ass’n, 472 So. 2d 1324, 1324 (Fla. Dist. Ct. App. 1985) (“A

third-party beneficiary’s rights depend upon, and are measured by, the terms of the

contract between the promisor and the promisee.”); see also 17A AM. JUR. 2D

Contracts § 449 (2004). We therefore conclude that it was not error for the district

court to award ATCO attorneys’ fees on the ground that Plaintiffs were liable for such

fees pursuant to the fee-shifting provision found in the Escrow Agreement.

      AFFIRMED.




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