Rafael J. Roca v. Lytal & Reiter, Clark

856 So. 2d 1, 2003 WL 21537070
CourtDistrict Court of Appeal of Florida
DecidedJuly 9, 2003
Docket4D01-3795
StatusPublished
Cited by7 cases

This text of 856 So. 2d 1 (Rafael J. Roca v. Lytal & Reiter, Clark) is published on Counsel Stack Legal Research, covering District Court of Appeal of Florida primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Rafael J. Roca v. Lytal & Reiter, Clark, 856 So. 2d 1, 2003 WL 21537070 (Fla. Ct. App. 2003).

Opinion

856 So.2d 1 (2003)

RAFAEL J. ROCA, P.A., a Florida professional association, Appellant,
v.
LYTAL & REITER, CLARK, ROCA, FOUNTAIN & WILLIAMS, a Florida general partnership, Lake Lytal, Jr., Joseph J. Reiter, Mark W. Clark, Donald R. Fountain, Jr., and William S. Williams, Individually, Appellees.

No. 4D01-3795.

District Court of Appeal of Florida, Fourth District.

July 9, 2003.
Rehearing Denied October 30, 2003.

Philip M. Burlington of Caruso, Burlington, Bohn & Compiani, P.A., West Palm *2 Beach, and Steven M. Katzman of Katzman, Wasserman & Bennardini, P.A., Boca Raton, for appellant.

Bruce Rogow and Beverly A. Pohl of Bruce S. Rogow, P.A., Fort Lauderdale, and Gerald Richman of Richman, Greer, Weil, Brumbaugh, Mirabito & Christensen, P.A., West Palm Beach, for appellees.

PER CURIAM.

In this case, a jury was asked to determine whether Rafael J. Roca, P.A. ("Roca"), was a partner in the law firm of Lytal, Reiter, Clark, Roca, Fountain and Williams from January 1, 1997, through February 16, 1998. The jury found that Roca was a partner during the relevant time period. Thereafter, the trial judge granted the appellees' motion for judgment notwithstanding the verdict and for entry of judgment in accordance with the motion for directed verdict, set aside the jury's verdict, and entered judgment in favor of the defendants. We reverse and direct the trial court to reinstate the jury's verdict.

I. The Evidence at Trial

It was undisputed that in September of 1995, the law firm of Lytal & Reiter announced that Rafael J. Roca, Donald Fountain and William Williams would be partners in the law firm and that the name of the firm would change to Lytal, Reiter, Clark, Sharpe,[1] Roca, Fountain and Williams. This new partnership was formed pursuant to an oral agreement and, under the terms of that agreement, Lake Lytal, Jr., and Joseph J. Reiter were to retain sixty-five percent and the remaining partners were to share thirty-five percent. It was left to Clark, Sharpe, Roca, Fountain and Williams to reach an agreement on how to split the thirty-five percent. The five, however, were never able to form a consensus on this issue. At this point, the parties begin to disagree about what happened and the significance of events. Because we are reviewing a directed verdict, we must assess the evidence and all inferences of fact in a light most favorable to appellant, the nonmoving party. See Frenz Enters., Inc. v. Port Everglades, 746 So.2d 498 (Fla. 4th DCA 1999).

A. 1996 and the Events Leading up to the December 1996 Withdrawal Agreement

First, while Roca testified that the thirty-five percent that he and the others were to split represented a percentage of ownership in the firm, Lake Lytal, Jr., and Joseph Reiter maintained that the thirty-five percent was merely thirty-five percent of the firm's income. Despite the lack of agreement regarding how to divvy up the thirty-five percent, Roca's name and the names of the others were added to the door. Additionally, Roca testified that he and the others began to participate in partnership meetings. According to Roca, in 1996, he was paid a percentage of the 1996 profits, and not a salary and bonus, as had been the case in prior years.

During the efforts to reduce the oral partnership agreement to writing, conflict arose over whether the new partners would be required to buy into the partnership and whether the new partners would be subject to a vesting period. Roca testified that the new partners' rejection of the vesting period caused conflict with Sharpe and Clark, who felt that since they had been there longer and had been subject to a vesting period, any new partners should *3 also be subject to a vesting period. Eventually, due to the conflict, Sharpe was asked to leave the firm. After Sharpe was asked to leave, Lytal and Reiter announced that they would determine how much of the thirty-five percent each of the remaining partners would receive, assigning Clark ten percent, Fountain and Roca eight percent each, and Williams five percent, leaving sixty-nine percent for Lytal and Reiter to split between them.

Then, in December of 1996, all of the new partners were asked to sign a withdrawal agreement. Lytal testified that after Sharpe was asked to leave, they realized that he could force the dissolution of the partnership and that the purpose of the 1996 withdrawal agreement was to "get out of" the oral partnership. According to Roca, when he went to Reiter's office to collect his check for his share of the 1996 profits, Reiter pulled out the withdrawal agreement and told him not to worry because they were going to continue as before and his share of the profits would be eight percent. Lytal testified that it was promised that if Roca and the others signed the agreement, when things with Sharpe were resolved, a new written agreement would be reached. Clark, Roca, Fountain and Williams each signed a withdrawal agreement.[2] Sharpe refused.

B. 1997

For his part, Roca testified that, following the December 1996 withdrawal agreement, there was a new oral partnership agreement whereby he would receive eight percent of the firm's profits. According to Roca, the oral partnership, in 1997 and early 1998, was Lytal, Reiter, Clark, Roca, Fountain and Williams, i.e., a firm without Sharpe. And, at trial, Roca testified that, following the signing of the December 1996 withdrawal agreement, he had a conversation with Lytal, wherein Lytal indicated that they were forming a new partnership that would not include Sharpe. Lytal and Reiter denied ever telling Roca that, in the face of the 1996 withdrawal agreement, they were forming a new oral partnership without Sharpe.

In any event, what both Roca and Lytal and Reiter agree upon is that, in 1997 and following the withdrawal agreement, anyone looking would have believed that Roca and the others were partners. As evidence of the new partnership, Roca cited (1) an August 1997 partnership meeting wherein Lytal encouraged the new partners, including Roca, to assign more of their cases to associates because all of the money was going into the same pot for the *4 partners; (2) the firm's phone book listing, "Lytal, Reiter, Clark, Roca, Fountain, and Williams"; (3) a July 1997 press release referring to Roca as a partner in the firm of Lytal, Reiter, Clark, Roca, Fountain and Williams; and (4) an October 1997 letter that Joseph Reiter wrote to Justice Anstead referring to Roca as a partner.

Roca also presented evidence that he, and the other individual appellees, signed the settlement papers for the litigation that resulted when Sharpe left the firm, personally guaranteeing a $1.2 million loan taken out by the firm. Additionally, Roca testified that, in 1997, he received a share of the firm's profits and that a capital account was established in his name with a balance of approximately $70,000, representing the amount that the firm was unable to pay at the time.[3] The firm's accountant later testified that any designation of a capital account for Roca by the firm's bookkeeper had been in error.

Lytal and Reiter explained away the significance of their treating Roca and the others as partners following the December 1996 withdrawal agreements as simply the fulfillment of a commitment on their part to save their colleagues any embarrassment or humiliation until a new, written partnership agreement could be reached.

C. 1998

Free access — add to your briefcase to read the full text and ask questions with AI

Related

Ira Kleiman v. Craig Wright
Eleventh Circuit, 2023
In re Standard Jury Instructions—Contract & Business Cases
116 So. 3d 284 (Supreme Court of Florida, 2013)
Browning v. Poirier
113 So. 3d 976 (District Court of Appeal of Florida, 2013)
Philadelphia American Life Ins. v. Charles Buckles
350 F. App'x 376 (Eleventh Circuit, 2009)
Sunseri v. Proctor
461 F. Supp. 2d 551 (E.D. Michigan, 2006)
Ziegler v. Dahl
2005 ND 10 (North Dakota Supreme Court, 2005)

Cite This Page — Counsel Stack

Bluebook (online)
856 So. 2d 1, 2003 WL 21537070, Counsel Stack Legal Research, https://law.counselstack.com/opinion/rafael-j-roca-v-lytal-reiter-clark-fladistctapp-2003.