USCA11 Case: 20-11800 Document: 40-1 Date Filed: 03/30/2023 Page: 1 of 22
[DO NOT PUBLISH] In the United States Court of Appeals For the Eleventh Circuit
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No. 20-11800 ____________________
HUNTERS RUN PROPERTY OWNERS ASSOCIATION, INC., a Florida Not for Profit Corporation, Plaintiff-Counter Defendant-Appellee, versus CENTERLINE REAL ESTATE, LLC, Defendant-Counter Claimant-Third Party Plaintiff-Appellant, STRATFORD AT HUNTERS RUN CONDOMINIUM ASSOCIATION, INC., Third Party Defendant.
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Appeal from the United States District Court for the Southern District of Florida D.C. Docket No. 9:18-cv-80407-BER ____________________
Before ROSENBAUM and LUCK, Circuit Judges. * LUCK, Circuit Judge: Centerline Real Estate, LLC, appeals the district court’s judgment, following a bench trial, for Hunters Run Property Own- ers Association, Inc., on the association’s contract and statutory claims for unpaid fees and declaratory relief relating to Centerline’s mandatory membership in the community country club. Center- line argues that (1) it was prejudiced by the district court’s damages award because the association had previously said it wasn’t seeking monetary damages; (2) there was insufficient evidence to support the amount of monetary damages; and (3) the condo declaration didn’t allow the association to hold Centerline personally liable for the unpaid fees. We affirm.
I. FACTUAL BACKGROUND AND PROCEDURAL HISTORY The Hunters Run Property Owners Association is the home- owners’ association for Hunters Run, a Boynton Beach housing de- velopment, and it operates under the Florida Homeowners’
* This opinion is being entered by a quorum pursuant to 28 U.S.C. § 46(d). USCA11 Case: 20-11800 Document: 40-1 Date Filed: 03/30/2023 Page: 3 of 22
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Association Act. See Fla. Stat. § 720.301 et seq. The properties in the community are subject to a recorded declaration of “Cove- nants, Restrictions[,] and Easements.” A 1999 amendment to the declaration requires all new property owners to become members of the community country club. A series of bylaws further sets forth the relationship between the association and its members. Centerline purchased four units in Hunters Run in the sum- mer of 2017. After Centerline bought its units, the association sent it a membership packet informing Centerline that the declaration required it to purchase four country club memberships that to- gether cost roughly $280,000. Centerline objected and refused to purchase memberships or pay membership fees. In 2018, the association filed a one-count complaint in Flor- ida state court, pursuant to the declaration and Florida Statute sec- tion 720.305. 1 It alleged that Centerline had breached the declara- tion and sought an injunction requiring Centerline to (1) comply
1 This section provides:
Each member and the member’s tenants, guests, and invitees, and each association, are governed by, and must comply with, this chapter, the governing documents of the community, and the rules of the association. Actions at law or in equity, or both, to redress alleged failure or refusal to comply with these provisions may be brought by the association or by any mem- ber against . . . [a] member . . . .
Fla. Stat. § 720.305(1)(b). USCA11 Case: 20-11800 Document: 40-1 Date Filed: 03/30/2023 Page: 4 of 22
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with the declaration, (2) apply for country club membership and pay the club fees for each property it owned, and (3) maintain club membership in good standing. Centerline removed the case to fed- eral court and asserted several counterclaims for damages and de- claratory relief. A. Pretrial Motions
After discovery ended, both parties moved for summary judgment. Centerline argued it (1) wasn’t required to apply for country club membership and (2) couldn’t be contractually re- quired to “pay the requisite fees” because the declaration didn’t al- low the association to hold property owners personally liable for unpaid fees. Centerline mainly relied on article VII, section 2 of the declaration, which provided “that no [o]wner . . . shall have any personal liability under or in connection with th[e] [d]eclaration” and limited owners’ liability under the declaration to their property interests in Hunters Run. The association responded that the declaration was enforce- able and required Centerline to become a country club member. The association contended that whether Centerline could be per- sonally liable under the declaration was unripe because it was “not seeking monetary relief” at that time. The district court denied Centerline’s summary judgment motion entirely and granted summary judgment in part to the as- sociation as to Centerline’s counterclaim for a declaratory judg- ment voiding the declaration’s country club membership USCA11 Case: 20-11800 Document: 40-1 Date Filed: 03/30/2023 Page: 5 of 22
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requirement. The district court concluded that “[c]lub member- ship [was] appurtenant to holding title to a residential unit in Hunt- ers Run,” so, “[b]y operation of [the declaration and bylaws], Cen- terline [was] already a ‘member of [the] Count[r]y Club.’” The dis- trict court also concluded that the declaration allowed the associa- tion to hold Centerline personally liable for unpaid fees because the declaration’s protection against owners’ personal liability didn’t ap- ply to actions brought by the association. After the district court ruled on the cross-motions for sum- mary judgment, the association moved for a declaratory judgment under Federal Rule of Civil Procedure 54(c). It asked for a declara- tion that the membership requirement was enforceable against Centerline, “in addition to a permanent injunction or a money judgment for damages.” Centerline opposed the motion, arguing that it would be prejudiced by a declaratory judgment because the request was made “on the eve of trial” after the association only requested injunctive relief in the complaint. But the district court ruled that because the association had brought a claim under Flor- ida Statute section 720.305, it could seek at trial any remedy per- mitted under the statute—including declaratory relief. B. Bench Trial
Two days before the bench trial, the parties filed a joint stip- ulation that said the association sought approximately $500,000 in various damages related to Centerline’s country club member- ships. The damages calculation included membership fees, USCA11 Case: 20-11800 Document: 40-1 Date Filed: 03/30/2023 Page: 6 of 22
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maintenance fees, various assessments, late fees, and interest for all of Centerline’s properties. In its trial brief, Centerline argued it was “unfairly prejudiced” by the association’s damages request because its trial preparation had been focused only on the injunctive relief the association had sought in its complaint. Centerline alterna- tively requested a continuance “so that it [could] prepare for a trial that include[d] a claim for declaratory relief.” Before opening statements on the first day of trial, the dis- trict court ruled that the association could seek money damages because damages were “embedded” in the association’s request for an injunction “since day one,” and money damages were author- ized under Florida Statute section 720.305. But, to avoid any prej- udice, the district court postponed the second day of trial by forty- five days so Centerline could adequately prepare its defense to the association’s damages claim. At trial, the association introduced invoices showing the amount of fees Centerline owed. Centerline objected because the invoices hadn’t been produced during discovery and it was “ex- pressly told [the association was] not assessing damages.” The as- sociation conceded that it hadn’t produced the invoices during dis- covery, but it argued that they were “mailed directly to Centerline” so it didn’t need to disclose them. The district court found that the invoices “should have been disclosed . . . under Rule 26(a)(1)(iii)” and initially excluded them, but said the association could move again later to admit the invoices after Centerline had the oppor- tunity to examine them. At the end of the first day of trial, the USCA11 Case: 20-11800 Document: 40-1 Date Filed: 03/30/2023 Page: 7 of 22
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district court directed the parties to confer about whether Center- line was entitled to any additional discovery materials related to money damages. After the association rested its case on the injunction, Cen- terline moved for a directed verdict. The district court denied Cen- terline’s motion. Fifty-four days later, on the second day of trial, Centerline renewed its directed verdict motion and its objection to the association’s request for damages and declaratory relief. The district court took the directed verdict motion under advisement and overruled the objection to the damages and declaratory relief request because “Rule 54 require[d] [the court] to at least allow [the association] to ask for that remedy based upon the claim they as- serted.” At the bench trial’s conclusion, the district court granted judgment for the association and found that Centerline had vio- lated section 720.305 by failing to pay its country club fees. The district court also found that Centerline wasn’t unduly prejudiced by the association’s request for declaratory relief and monetary damages under Rule 54(c). Although the association hadn’t “dis- close[d] its damages calculation until” the joint pretrial stipulation two days before trial or “the underlying documents until the first day of trial,” any prejudice to Centerline had dissipated in the forty- five-day recess between the first and second days of trial, when Centerline could seek additional discovery and prepare evidence and arguments opposing damages or declaratory relief. The dis- trict court (1) entered a declaratory judgment that the declaration USCA11 Case: 20-11800 Document: 40-1 Date Filed: 03/30/2023 Page: 8 of 22
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was enforceable against Centerline and (2) awarded the association $391,344.94 in damages. 2 Centerline timely appealed.
II. STANDARD OF REVIEW On an appeal from a judgment in a bench trial, we review de novo the district court’s conclusions of law and its application of the law to the facts. U.S. Commodity Futures Trading Comm’n v. S. Tr. Metals, Inc., 894 F.3d 1313, 1322 (11th Cir. 2018). “The district court’s findings of fact, on the other hand, are evaluated un- der the clear-error standard. We will not find clear error unless our review of the record leaves us with the definite and firm conviction that a mistake has been committed.” Id. (internal quotation marks and citation omitted). When reviewing for clear error, we “draw[] all inferences in favor of the district court’s decision.” Fla. Int’l Univ. Bd. of Trs. v. Fla. Nat’l Univ., Inc., 830 F.3d 1242, 1253 (11th Cir. 2016).
III. DISCUSSION Centerline makes three main arguments. First, it argues that the district court abused its discretion by allowing the association to seek damages under rule 54(c). Second, Centerline contends that the evidence and the district court’s factual findings were
2 The district court found that the association wasn’t entitled to all of the dam- ages it had requested because some of those damages weren’t “directly related to club membership,” and Centerline had sold one of its properties before trial. USCA11 Case: 20-11800 Document: 40-1 Date Filed: 03/30/2023 Page: 9 of 22
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insufficient to support the damages award. 3 Third, Centerline as- serts that the declaration didn’t allow it to be held personally liable. We address each argument in turn. A. Rule 54(c)
Rule 54(c) provides that, except for a default judgment, “[e]very other final judgment should grant the relief to which each party is entitled, even if the party has not demanded that relief in its pleadings.” Fed. R. Civ. P. 54(c). “A party may be awarded the damages established by the pleadings or the facts proven at trial even though only injunctive relief was demanded in the com- plaint, . . . unless the failure to demand such relief prejudiced the opposing party.” Sapp v. Renfroe, 511 F.2d 172, 176 n.3 (5th Cir. 1975); see also Albemarle Paper Co. v. Moody, 422 U.S. 405, 424 (1975) (holding that, under rule 54(c), “a party may not be ‘entitled’ to relief if its conduct of the cause has improperly and substantially prejudiced the other party”). “Whether the petitioners were in fact prejudiced, and whether the respondents’ trial conduct was excus- able” are factual findings subject to clear error review. Moody, 422 U.S. at 424. We review for abuse of discretion whether the district
3 Centerline also argues that the district court should have granted its motion for a directed verdict and not considered damages at all. But, “[d]irected ver- dicts apply only in civil jury trials,” not bench trials. Falanga v. State Bar of Ga., 150 F.3d 1333, 1338 n.12 (11th Cir. 1998). Even if the district court could have construed Centerline’s motion as seeking a judgment on partial findings under Rule 52(c), the district court didn’t err in denying the motion for the reasons we discuss below. USCA11 Case: 20-11800 Document: 40-1 Date Filed: 03/30/2023 Page: 10 of 22
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court properly granted relief under rule 54(c), “in light of the cir- cumstances peculiar to the case.” Id. We see no clear error in the district court’s finding that Cen- terline wasn’t prejudiced by the damages request. The request came as no surprise, and Centerline was granted forty-five addi- tional days to conduct damages discovery. Centerline’s argument that the association’s damages re- quest “goes beyond the pleaded claim and theory” does not hold up. The issue of the “requisite fees” owed by Centerline had al- ready been raised by and flowed directly from the association’s pleadings—indeed, the whole litigation was about requiring Cen- terline to fulfill its membership obligation and pay the country club fees to become a member in good standing. From the beginning, Centerline knew the association could ask for monetary damages. The association’s claim was under Flor- ida Statute section 720.305, which allows for “[a]ctions at law or in equity, or both.” Fla. Stat. § 720.305(1)(b). As the district court found, monetary damages were “embedded in [the association’s] injunction . . . since day one.” The civil cover sheet to the associa- tion’s complaint said that the “remedies sought” included “mone- tary” relief. The complaint sought an injunction requiring Center- line to “pay the requisite fees” attendant to membership and “main- tain club membership.” And the declaration and bylaws (each at- tached to the complaint) made clear that, to maintain country club membership, property owners had to pay fees and assessments. USCA11 Case: 20-11800 Document: 40-1 Date Filed: 03/30/2023 Page: 11 of 22
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The association’s discovery disclosures also said that it might seek supplemental relief to reduce equitable relief to damages. Nor should Centerline have been surprised at the amount of damages the association requested. Long before litigation, Center- line had received the association’s invoices that supported its claim for damages. And when Centerline removed the case to federal court based on diversity, it estimated that the amount in contro- versy approximated $300,000 because the association sought an in- junction for “Centerline to pay the ‘requisite fees of membership’ for four . . . properties.” In other words, by the time the association filed its pretrial stipulation asking the district court to determine “damages,” and setting out a specific amount requested, it was clear that damages were on the table. Any lingering prejudice was cured by the forty-five-day re- cess after the first day of trial. The district court explicitly gave Centerline notice of the damages request and amount, then gave it time to conduct discovery and prepare a defense to the damages theory. As the district court explained, the recess permitted Cen- terline time “introduce evidence and argue fully its opposition to monetary damages and declaratory relief.” On the second day of trial, Centerline had a full opportunity to contest the damages and declaratory relief. Centerline raises two arguments for why it was prejudiced by the damages request—neither convincing. First, Centerline ar- gues that the association “thwarted” and “stonewalled” its midtrial damages discovery, so it remained prejudiced by the damages USCA11 Case: 20-11800 Document: 40-1 Date Filed: 03/30/2023 Page: 12 of 22
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request. But Centerline hasn’t explained how the association thwarted and stonewalled Centerline’s ability to defend itself. Cen- terline never asked the district court for another continuance, for an extended recess, or to compel the association to provide addi- tional discovery materials. Cf. United States v. Kubiak, 704 F.2d 1545, 1552 (11th Cir. 1983) (rejecting “the prejudice now com- plained of by the appellant” when the appellant had “never asked for a recess, let alone a continuance . . . [but] simply acquiesced in the continuation of the trial”); Almeida v. Amazon.com, Inc., 456 F.3d 1316, 1327 n.6 (11th Cir. 2006) (holding that because the plain- tiff “could have moved the court for a continuance in order to con- duct additional discovery” her failure to do so “indicat[ed] her po- sition that the record was sufficient”). Centerline’s only request after the forty-five day hiatus was for the district court to reconsider its declaratory judgment order and deny monetary relief alto- gether. Second, Centerline contends that International Harvester Credit Corp. v. East Coast Truck, 547 F.2d 888 (5th Cir. 1977), com- pels reversal. There, East Coast sued Harvester for breach of con- tract, and Harvester counterclaimed for damages. Int’l Harvester, 547 F.2d at 889. The district court found in Harvester’s favor, but it ordered the contract rescinded instead of awarding damages. Id. at 889. The district court’s rescission award was vacated on appeal because East Coast’s complaint hadn’t asked for rescission, and East Coast had disclaimed seeking rescission in a pretrial confer- ence. Id. at 890. On that basis, International Harvester found the USCA11 Case: 20-11800 Document: 40-1 Date Filed: 03/30/2023 Page: 13 of 22
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district court couldn’t grant rescission under Rule 54(c) because “Harvester was prejudiced by East Coast’s failure to seek rescission in its complaint.” Id. at 891. Here, unlike in International Harvester, the district court found that Centerline was not prejudiced by the association’s dam- ages request, and the question for us is whether that finding was clearly erroneous. It wasn’t because damages were (1) implicit in the complaint’s request for an injunction compelling the payment of country club fees, (2) expressly permitted under the statute, and (3) explicitly raised before trial, after which the district court pro- vided Centerline ample time to prepare to litigate the issue. “[D]rawing all inferences in favor of the district court’s decision,” Fla. Int’l, 830 F.3d at 1253, we’re not left with a “definite and firm conviction that” the district court wrongly found that Centerline wasn’t prejudiced, S. Tr. Metals, 894 F.3d at 1322. Because Center- line wasn’t prejudiced, the district court didn’t abuse its discretion by allowing the association to seek damages under rule 54(c). B. Damages Calculation
Next, Centerline argues that even if damages were appropri- ate, the trial evidence didn’t support the amount the district court awarded. Specifically, Centerline contends that (1) the invoices shouldn’t have been admitted because of the association’s discov- ery violations; (2) the evidence was insufficient to support the award; and (3) the district court’s factual findings were deficient. USCA11 Case: 20-11800 Document: 40-1 Date Filed: 03/30/2023 Page: 14 of 22
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1. The district court didn’t abuse its discretion by admitting the in- voices. We begin with the district court’s decision to admit the in- voices showing the amounts Centerline owed the association. “A district court’s evidentiary rulings,” including the admission or ex- clusion of evidence under Rule 37, “are reviewed for abuse of dis- cretion.” Goodman-Gable-Gould Co. v. Tiara Condo. Ass’n, Inc., 595 F.3d 1203, 1210 (11th Cir. 2010). We review the district court’s harmlessness finding only for clear error. See Taylor v. Mentor Worldwide LLC, 940 F.3d 582, 593 (11th Cir. 2019). Because the district court didn’t clearly err in finding that admission of the in- voices was harmless, the district court didn’t abuse its discretion in admitting them. Rule 26 provides that, unless otherwise exempted, “[a] party must, without awaiting a discovery request, provide . . . a compu- tation of each category of damages claimed” and “must also make available . . . the documents or other evidentiary material . . . on which each computation is based.” Fed. R. Civ. P. 26(a)(1)(A)(iii). And Rule 37 prevents a party from introducing at trial any infor- mation it failed to disclose in violation of Rule 26, “unless the fail- ure was substantially justified or is harmless.” Id. R. 37(c)(1). The association produced the invoices showing the amounts owed on the eve of trial—after the discovery deadline. The district court eventually admitted the invoices on the second day of trial, after it had given Centerline the opportunity to “review them and analyze them” during the forty-five day recess. The district court USCA11 Case: 20-11800 Document: 40-1 Date Filed: 03/30/2023 Page: 15 of 22
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found that any Rule 26 violation was “cured” because the recess mitigated any prejudice and gave Centerline the opportunity to conduct additional discovery—which it did—to prepare its defense to the damages request. The district court didn’t clearly err in determining that any Rule 26 violation was harmless. Centerline had the invoices well before the lawsuit was filed. Cf. Taylor, 940 F.3d at 607 (Tjoflat, J., dissenting) (“‘[H]armlessness’ involves an honest mistake on the part of a party coupled with sufficient knowledge on the part of the other party.” (quotation omitted)). And there was no evidence sug- gesting the association’s nondisclosure during discovery was inten- tional or a litigation tactic to unfairly deprive Centerline of the op- portunity to prepare its defense. See id. at 606–07; Adolph Coors Co. v. Movement Against Racism & the Klan, 777 F.2d 1538, 1542 (11th Cir. 1985) (observing that discovery sanctions may be im- posed to “punish those guilty of willful bad faith and callous disre- gard of court directives”). Because Centerline had a full and fair opportunity to present its defense to the association’s damages claim—including the opportunity for additional discovery and to present additional defenses—it wasn’t clearly erroneous for the dis- trict court to find that admitting the invoices was harmless. 4 And
4 Centerline alternatively argues that the district court abused its discretion by delaying the trial so that the association could introduce the invoices because they were “irrelevant toward any injunction claim.” But when the district court delayed the trial, it had already decided that the association could seek declaratory relief or any other remedy “available under [Florida Statute USCA11 Case: 20-11800 Document: 40-1 Date Filed: 03/30/2023 Page: 16 of 22
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because the late discovery was harmless, the district court did not abuse its discretion by admitting the invoices. 2. The evidence was sufficient to support the damages award. Because the district court didn’t abuse its discretion by ad- mitting the invoices, Centerline’s argument that there was insuffi- cient evidence supporting the damages award also fails. At trial, the association introduced testimony from its chief financial officer, Stefan Hagedorn. Mr. Hagedorn testified that he “supervised” the preparation of the invoices and explained the fac- tual basis for them. Mr. Hagedorn then described each line item on the invoices. He explained that Centerline was only charged fees for a social membership in the country club—the “default” and “least expensive” membership. He testified Centerline owed $508,975.16 in unpaid fees, consisting of “the membership initia- tion fee,” “prorated dues,” and “prorated assessments.” The in- voices themselves also provided substantial evidence supporting the district court’s damages award. Each invoice explained, line- by-line, the dues and assessments that Centerline owed. When the district court calculated the association’s dam- ages, it expressly considered the invoices, the declaration, and Mr. Hagedorn’s testimony. And it didn’t just accept the invoices at face
section] 720.305(1).” The invoices were relevant because section 720.305 al- lowed the association to enforce the “governing documents of the commu- nity”—i.e., the declaration and bylaws—including any fees those documents imposed. USCA11 Case: 20-11800 Document: 40-1 Date Filed: 03/30/2023 Page: 17 of 22
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value; rather, the district court considered each fee and charge as- sessed and determined whether the association was entitled to them. The district court explained that, consistent with the bylaws, Centerline had to pay only one initiation fee and was “entitled to a credit” for a portion of the membership fee assessed on a unit that Centerline sold while this case was pending. The district court also declined to award damages for the fees and assessments not tied to country club membership because the “entire case” was about “whether Centerline [was] . . . a member of the country club and (if so) what it must pay as a consequence of that status.” Together, the declaration, Mr. Hagedorn’s testimony, and the invoices pro- vided sufficient evidence for the district court’s damages award. 3. The district court’s factual findings support its damages award. Centerline alternatively argues that, even if the evidence were sufficient to properly calculate damages, the district court still needed to (but didn’t) determine what type of “member” Center- line was because the country club offered various memberships at different prices. After a bench trial, a district court is required to “find the facts specially and state its conclusions of law separately.” Fed. R. Civ. P. 52(a)(1). To meet this requirement, a district court must “find the facts with enough specificity for a reviewing court to iden- tify the factual findings upon which the court’s legal conclusions are based.” Stock Equip. Co., a Unit of Gen. Signal Corp. v. Tenn. Valley Auth., 906 F.2d 583, 592 (11th Cir. 1990). But “the judge need only make brief, definite, pertinent findings and conclusions USCA11 Case: 20-11800 Document: 40-1 Date Filed: 03/30/2023 Page: 18 of 22
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upon the contested matters; there is no necessity for over-elabora- tion of detail or particularization of facts.” Id. That’s because “[w]e presume that the judge considers all of the evidence, and relies on so much of it as supports the finding and rejects what does not sup- port the finding, unless the judge states otherwise.” Id. (quotation omitted). Here, the district court’s factual findings give us “a clear un- derstanding of the analytical process by which [its] ultimate find- ings were reached and . . . assure us that the trial court took care in ascertaining the facts.” Self v. Great Lakes Dredge & Dock Co., 832 F.2d 1540, 1549 (11th Cir. 1987) (quotation omitted), abrogated on other grounds by Dutra Grp. v. Batterton, 139 S. Ct. 2275 (2019). The district court found that: (1) Centerline had “not paid any dues, assessments, or fees,” and (2) the amounts invoiced reflected how much Centerline owed the association. The damages the dis- trict court awarded were directly drawn from those invoices. Moreover, Mr. Hagedorn testified (and the invoices support) that Centerline was only charged for a social membership—the least ex- pensive membership. Centerline never argued that it was entitled to a rate below the social membership rate, so the district court’s failure to make a finding on the issue was harmless. Because the record shows the district court “consider[ed] all of the evidence” and “ma[d]e . . . definite, pertinent findings” ad- dressing the matters contested at trial—whether and how much Centerline owed the association for unpaid dues and fees—we con- clude that the district court’s factual findings sufficiently supported USCA11 Case: 20-11800 Document: 40-1 Date Filed: 03/30/2023 Page: 19 of 22
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its damages award. See Stock Equip., 906 F.2d at 592 (quotations omitted). C. Personal Liability under the Declaration
Finally, Centerline argues that the declaration didn’t allow the association to hold property owners personally liable for un- paid dues and fees. “The interpretation of a contract is a question of law that we review de novo.” Dear v. Q Club Hotel, LLC, 933 F.3d 1286, 1293 (11th Cir. 2019). Under Erie, we “apply Florida contract-interpre- tation principles,” which require that we interpret the declaration “in accordance with its plain meaning” and construe it “as a whole.” Id. (quotation omitted); see also U.S. Rubber Prods. v. Clark, 200 So. 385, 388 (Fla. 1941). Centerline focuses on article VII, section 2 of the declara- tion, which says that no property owner “shall have any personal liability under or in connection with [the] [d]eclaration.” But the association points to article VI, section 6, which states that [i]f any Annual or Additional Assessment or any in- stallment of either is not paid on the date when due, then such assessment shall become delinquent and shall . . . become a continuing lien . . . .
If the delinquent assessment is not paid within thirty (30) days after delinquency date, . . . the Prop- erty Owners Association may bring an action at law USCA11 Case: 20-11800 Document: 40-1 Date Filed: 03/30/2023 Page: 20 of 22
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against the Owner personally obligated to pay same . . . .
These two provisions conflict. Article VII, section 2 says that own- ers are not personally liable under the declaration, while Article VI, section 6 says that owners are personally liable to the association for certain delinquent assessments. So, we look to Florida law to resolve the apparent conflict. Under Florida law, when “provisions of a contract conflict, it is a general principle of contract interpretation that a specific pro- vision dealing with a particular subject will control over a different provision dealing only generally with that same subject.” Idearc Media Corp. v. M.R. Friedman & G.A. Friedman, P.A., 985 So. 2d 1159, 1161 (Fla. Dist. Ct. App. 2008) (quotation omitted); see also Restatement (Second) of Contracts § 203 (Am. L. Inst. 1981) (“[S]pecific terms and exact terms are given greater weight than general language.”). Article VII, section 2 of the declaration gener- ally restricts an owner’s personal liability by providing that “no [o]wner . . . shall have any personal liability” under the declaration. Article VI, section 6 is a specific exception to that general rule. It allows the association to hold a delinquent property owner person- ally liable for unpaid dues and assessments. Because these provi- sions conflict, article VI, section 6’s specific rule that owners are liable for certain assessments controls over Article VII, section 2’s more general no-owner-liability rule. See Idearc, 985 So. 2d at 1161. USCA11 Case: 20-11800 Document: 40-1 Date Filed: 03/30/2023 Page: 21 of 22
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As a fallback, Centerline argues that, even if it could be held personally liable, Article VI, section 6 allows the association to col- lect only certain defined assessments and the district court never found the country club fees fell within that definition. We’re unconvinced. The declaration lets the association sue a delinquent club member for “any Annual or Additional Assess- ment,” including what it terms “Class E Assessments.” The decla- ration defines Class E Assessments broadly: Pursuant to the Bylaws, the Directors of the Property Owners Association shall separately estimate the costs and expenses, including a reasonable provision for contingencies and for a reserve for capital replace- ments, to be incurred by the Property Owners Asso- ciation in the performance of the duties of and exer- cise of the powers of ownership and operation of Country Club assets, and shall determine the dues, as- sessments, charges thereunder . . . (in the aggregate, defined as the “Class E Assessments”).
The damage award consisted of Class E Assessments because it in- cluded only dues, assessments, and charges “specific to country club membership” that were authorized by the association’s direc- tors. Therefore, article VI, section 6 allowed the association to per- sonally sue Centerline to collect these assessments.
IV. CONCLUSION Because the district court didn’t abuse its discretion by awarding damages, sufficient evidence supported the award, and USCA11 Case: 20-11800 Document: 40-1 Date Filed: 03/30/2023 Page: 22 of 22
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the declaration allowed for Centerline’s personal liability, we af- firm the judgment for the association. AFFIRMED.