White v. Fort Myers Beach Fire Control Dist.

302 So.3d 1064

Darren WHITE, Appellant,

v.FORT MYERS BEACH FIRE CONTROL DISTRICT, Appellee.

Case No. 2D19-1221

District Court of Appeal of Florida, Second District.

Opinion filed September 4, 2020.

Bradley P. Rothman of Weldon & Rothman PL, Naples, for Appellant.

Andrew J. Salzman of Unice Salzman Jensen, P.A., Trinity, for Appellee.

LaROSE, Judge.

Darren White appeals the final summary judgment entered in favor of Fort Myers Beach Fire Control District (the District) on his claims for breaches of contract and covenant of good faith, reformation, and negligent misrepresentation. We have jurisdiction. See Fla. R. App. P. 9.030(b)(1)(A). Mr. White argues, among other things, that the existence of genuine issues of material fact precluded summary judgment. He also chides the trial court for failing to exercise independent judgment when it adopted the District's proposed judgment without changes. We affirm.

I. Background ¹

A. Mr. White's Employment and Termination

The District employed Mr. White. The District's Board of Commissioners (the Board) promoted Mr. White to the position of fire chief. The Board's then-chair, David Brower, and its attorney, Richard Pringle, negotiated an employment agreement with Mr. White. The Board approved the agreement in October 2012. Certain provisions are key to our resolution of this appeal.

Section 2 provided as follows:

The District hereby employs the Chief and the Chief hereby accepts employment as Fire Chief for the District with an effective date of October 1, 2012, and an ending date of September 30, 2015, subject, however to earlier termination or retirement as hereinafter provided. At the expiration date of September 30, 2015, this [a]greement shall be considered automatically renewed for one period of two (2) years provided neither party submits a written notice of termination to the other party at least ninety (90) days prior to September 30, 2015.

Section 3 provided how the agreement "may be terminated" prior to expiration. For example, if "official action to terminate[, without cause,] the Chief is approved," section 3(d) required the District to pay Mr. White "a single lump sum cash payment equal to twenty four (24) months' salary due under this [a]greement or all the remaining month's salary due under this [a]greement, whichever is less."²

Section 18, a savings clause, stated:

In case any one or more of the provisions of this [a]greement, or any amendment or supplement hereto, shall for any reason be held to be illegal or invalid, such illegality or invalidity shall not affect any other provision of this [a]greement, or any amendment or supplement hereto, but this [a]greement, or any amendment or supplement hereto, shall be construed and enforced as if such illegal or invalid provision had not been contained herein. The parties agree to immediately renegotiate any provision of this agreement that is held to be illegal or invalid. The expiration of this written [a]greement is not a dismissal of the Chief.

Section 23, a merger clause, also provided that "[t]he expiration of this written [a]greement is not a dismissal of the Chief." Section 6 required the Board to conduct at least one performance evaluation annually.

In February 2015, the Board's new chair, Carol Morris, sent Mr. White a nonrenewal letter:

Subject: Notice of Termination/Non-Renewal of Contract

This written Notice of Termination (Non-Renewal of Contract) is being provided in accordance with SECTION 2 - TERM, paragraph 1 of the EMPLOYMENT AGREEMENT BETWEEN FORT MYERS BEACH FIRE CONTROL DISTRICT AND DARREN WHITE. The Fort Myers Beach Fire Control District Board of Commissioners has voted not to renew the above mentioned [sic] agreement which is effective until September 30, 2015. This action is being taken because the Board does not like the language and terms of the current contract.

This is not a termination covered under SECTION 3 – TERMINATION.

The District placed Mr. White on administrative leave on August 18, 2015. Attempts to negotiate a new agreement failed. The agreement expired by its terms on September 30, 2015, and the District then ended Mr. White's employment. He received no severance pay.

B. Mr. White's Complaint

Mr. White sued the District. He alleged various breaches of the agreement:

(a) "failing and/or refusing to follow the procedures for termination outlined in Section 3 of the contract";

(b) "failing and refusing to compensate [Mr. White] twenty-four (24) months of salary upon termination of the contract as outlined in Section 3 of the contract";

(c) "failing and refusing to allow [Mr. White] to serve the additional two (2) year term provided for in the contract";

(d) "improperly terminating the contract and/or by improperly terminating [Mr. White's] employment" on August 18, 2015;

(e) "dismissing [Mr. White] due to the expiration of the contract";

(f) "failing and refusing to immediately renegotiate [Mr. White's] contract when the terms were held to be invalid";

(g) "failing to provide [Mr. White] proper performance evaluations as set forth in Section 6"; and

(h) "failing and refusing to attempt to renegotiate a new contract with [Mr. White]."

Mr. White further alleged that the District "breached the implied covenant of good faith and fair dealing by failing and refusing to carry out the express terms of the contract ... in good faith." For his reformation claim, Mr. White alleged:

In the event the Court or jury finds that [Mr. White's] employment contract did not obligate [the District] to attempt to negotiate with [Mr. White] at the expiration of the contract and/or that [Mr. White's] employment contract does not provide [Mr. White] the income equivalent of five (5) years of employment (absent cause for termination), then due to a mistake of the draftsman, the intention of [Mr. White's] employment contract was unfulfilled.

Finally, Mr. White alleged that Chair Brower and Attorney Pringle negligently misrepresented to Mr. White that he would receive the full five-year-salaried amount "due under the contract and its automatic renewal provision" if he was terminated without cause, that the agreement's expiration "would not constitute a dismissal of [Mr. White]," and that section 3 applied to section 2's nonrenewal provision.

C. Summary Judgment Proceedings

The District moved for summary judgment. It supported its motion with several documents, including the agreement, Chair Morris's letter, Mr. White's interrogatory answers, the Board's meetings minutes, and the depositions of Attorney Pringle and Chair Brower. The District argued that it did not breach the agreement because the agreement expired on September 30, 2015. The District also contended that it did not terminate Mr. White beforehand. Indeed, the Board's August 2015 meeting minutes reflected that it placed Mr. White on administrative leave with full salary and benefits through September 30, 2015, relieving him of his regular duties, except for emergencies. The District further argued that Mr. White could not present a breach-of-contract claim "predicated solely upon an implied covenant of good faith" absent a breach of any express term of the agreement.

Next, the District argued that summary judgment was appropriate for Mr. White's reformation claim because (1) he lacked the requisite evidence of a unilateral or mutual mistake or the District's fraudulent or inequitable conduct, and (2) the statute of frauds barred the claim. Additionally, the District contended that there was no basis to support Mr. White's negligent misrepresentation claim; Attorney Pringle and Chair Brower made no false statements to Mr. White.

Chair Brower testified in his deposition that he intended for Mr. White to be the fire chief for five years, but neither Chair Brower nor Attorney Pringle claimed they told Mr. White that the agreement was for an uninterrupted five-year term. Chair Brower knew about the nonrenewal provision and assumed that Florida law only permitted a maximum of three years per term. Attorney Pringle was adamant that the agreement was for three years, "with an ending date of September 30, 2015, with an automatic renewal provision for an additional two years." He explained there was a "difference between having the contract expire as opposed to terminating the contract." Chair Brower testified that he wanted section 2's "notice of termination" to follow section 3's termination procedures, but he recognized that nothing in the agreement stated that the notice was subject to section 3. Chair Brower testified that he did not recall ever discussing the nonrenewal provision with Mr. White. Attorney Pringle also affirmed that section 2's "notice of termination" was not supposed to invoke section 3's termination procedures.

Mr. White opposed the summary judgment motion, filing his affidavit, Chair Brower's affidavit, and depositions excerpts of various Board members. Mr. White contended that summary judgment was inappropriate because the agreement was ambiguous and confusing. He further asserted that the District's interpretation of the agreement was unreasonable and contrary to the parties' intent that the District could not end Mr. White's employment without following the section 3 termination procedures.

Mr. White also argued that factual disputes precluded summary judgment. Mr. White asserted that the District terminated him without cause in August 2015, not September 2015. He then claimed that Chair Brower assured him that he would have five years of salary under the Agreement over two terms provided he was not terminated for cause. Mr. White conceded that Chair Brower explained that if the agreement expired, Mr. White and the Board would need to renegotiate the agreement and that Mr. White would not lose his job as long as renegotiation was successful. As mentioned earlier, such efforts bore no fruit.

At a hearing on the District's summary judgment motion, the trial court recited the parties' positions and questioned the parties as to their respective...