DISTRICT COURT OF APPEAL OF THE STATE OF FLORIDA

FOURTH DISTRICT

LAND COMPANY OF OSCEOLA COUNTY, LLC,

Appellant,

v.

GENESIS CONCEPTS, INC.,

Appellee.

No. 4D14-0879

[July 1, 2015]

Appeal from the Circuit Court for the Fifteenth Judicial Circuit, Palm

Beach County; Thomas H. Barkdull, III, Judge; L.T. Case No. 

502011CA005427XX.

Adam J. Hodkin and David W. Rodstein of Padula Hodkin, PLLC, Boca 

Raton, for appellant.

Glenn J. Webber of Glenn J. Webber, P.A., Stuart, for appellee.

PER CURIAM.

Appellant, Land Company of Osceola County, LLC, appeals the trial 

court’s entry of final judgment in favor of Appellee, Genesis Concepts, Inc.,

awarding Genesis $85,000 in damages for services provided to Land 

Company on a theory of quantum meruit. Land Company argues that the 

trial court erred in entering a judgment in quantum meruit because the 

parties had entered into a valid express contract which covered the same 

services performed. We agree, and reverse the final judgment. Because 

an express contract existed between the parties, Genesis’s recovery in 

quantum meruit was inappropriate.

In 2009, Land Company was in the planning phase of a real estate 

development project known as the City of Destiny and sought Genesis’s 

services in order to obtain governmental approval of the project. After 

discussions with Land Company, Genesis drafted and submitted a Letter 

of Agreement. The Letter of Agreement described the scope of Genesis’s 

services as a series of steps:
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Step 1: Analyze base data and review existing concept plan

and planning principles, research comparative iconic 

structures and develop story line and begin sketch selection.

Step 2: Prepare preliminary sketches based on approved 

story line strategy.

Step 3: Prepare final vision rendering.

Step 4: Additional services.

The fees associated with each step were next listed at $25,000, $25,000, 

and $35,000 respectively for the first three steps, with any additional 

services to be provided at an hourly rate upon request. Following this 

specific designation of fees for each step, the Letter of Agreement then 

stated the following in regard to the payment of fees for Step 1:

Payment for fees for Step 1:

$25,000 will work as a retainer prior to the start of work. The 

remaining payment for each step shall be due within 20 days 

of receipt of Genesis Concepts invoice upon completion of the

step. Invoices will be rendered between the 1st and 10th day 

of each month. The Client agrees to pay when due that 

portion of an invoice not in dispute.

(emphasis added). The Letter of Agreement concluded with the following 

paragraph:

ACCEPTANCE. Please understand that this proposal will be 

valid for 30 days from the date of this letter. If this proposal 

meets with your approval, please execute both copies and 

return one copy to us for our files.

The Letter of Agreement was approved, accepted, and signed by 

representatives of both parties. The same day, an invoice was submitted 

to Land Company for payment of the $25,000 retainer fee. Despite 

executing the Letter of Agreement, however, Land Company did not pay 

the $25,000 retainer. Nevertheless, Genesis performed all of the work 

contemplated by the agreement. Though Genesis submitted invoices to 

Land Company for the progress payments pursuant to the agreement, 

totaling $85,000, Land Company made no payments to Genesis for the 

work it completed. 

Though the record on appeal does not include the initial complaint or 
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any amended complaints, review of the transcript of Genesis’s opening 

statement during the nonjury trial reveals that Genesis’s complaint 

initially asserted two causes of action, breach of contract and quantum 

meruit. It further appears from the opening statement, arguments 

presented at trial, and the joint pretrial statement, that Genesis 

abandoned its breach of contract claim and proceeded to trial only on a 

theory of quantum meruit. The theory of quantum meruit was premised 

on the assertion that a condition precedent to the formation of a contract 

was not met; therefore, no contract was created.1

At the non-jury trial, the president of Genesis was the only witness to 

testify. He testified that all of the work contemplated by the Letter of 

Agreement had been performed, but that Land Company had not paid the 

retainer fee or any of the other progress payments totaling $85,000. He 

explained that Genesis began working on the project even without being 

paid because he expected payment pursuant to the contract, and expected 

a future contract for additional work on the project. 

In support of its theory for recovery under quantum meruit, counsel for 

Genesis argued to the trial court that the payment of the $25,000 retainer 

fee was a condition precedent to the contract, and that because the 

retainer fee was not paid within the thirty days provided for by the Letter 

of Agreement and prior to the commencement of the work, the contract 

never came into fruition. Thus, Genesis argued that it was entitled to 

recovery under quantum meruit because it had provided Land Company 

with its services, and Genesis was never told to stop working or that its 

work was unauthorized. 

Counsel for Land Company also agreed that the $25,000 retainer fee 

was a condition precedent, but maintained that a contract had indeed 

been formed between the parties. Specifically, Land Company argued that 

the Letter of Agreement was a contract executed by the parties, and that 

the retainer fee was a condition precedent to Genesis’s performance, and 

not a condition precedent to the contract formation. As such, Land 

Company asserted that the parties had entered into an express contract, 

and that because there was an express contract, Genesis could not recover 

under quantum meruit.

In awarding damages based on quantum meruit, the trial court did not 

make an express ruling with regard to whether the retainer fee constituted 

1 Genesis’s brief argues only that recovery is appropriate under quantum meruit 

and does not seek recovery under an express contract. The record does not reflect 

why Genesis abandoned its contract claim.
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a condition precedent to Genesis’s performance versus contract formation. 

In announcing its reasoning for deciding in favor of Genesis, the trial court 

said nothing about the retainer fee. However, the trial court announced 

its reasoning as follows:

It’s clear that the work was done, that it was requested by 

[Land Company], that [Genesis] presented the work, and the 

amount requested for the work was $85,000. The contractual 

claim has been waived, therefore, the only claim being made 

at this time was for quantum meruit. I find based upon the 

uncontroverted testimony that $85,000 is an appropriate 

amount to be awarded with prejudgment interest.

Subsequently, a final judgment in favor of Genesis was entered.

Quantum meruit “provide[s] a remedy where one party was unjustly 

enriched, where that party received a benefit under circumstances that 

made it unjust to retain it without giving compensation.” Commerce P’ship 

8098 Ltd. P’ship v. Equity Contracting Co., Inc., 695 So. 2d 383, 386 (Fla. 

4th DCA 1997) (en banc). However, it is well settled that proof of an 

express contract covering the services in question precludes relief in 

quantum meruit because the law will not imply a contract where a valid 

express contract exists. See, eg., Harding Realty, Inc. v. Turnberry Towers 

Corp., 436 So. 2d 983 (Fla. 3d DCA 1983); Garcia v. Cosicher, 504 So. 2d 

462, 463, n.2 (Fla. 3d DCA 1983). Thus, we must first decide if there was 

a valid express contract between the parties. Whether a valid express 

contract was formed depends on whether the retainer fee was a condition 

precedent to the formation of the contract or performance under the 

contract.

On appeal, we review the interpretation of a written contract de novo. 

Command Sec. Corp. v. Moffa, 84 So. 3d 1097, 1099 (Fla. 4th DCA 2012) 

(quoting Gilman Yacht Sales, Inc. v. FMB Invs., Inc., 766 So. 2d 294, 296 

(Fla. 4th DCA 2000)). 

“A condition precedent is an act or event, other than a lapse of time, 

that must occur before a binding contract will arise.” Mitchell v. DiMare, 

936 So. 2d 1178, 1180 (Fla. 5th DCA 2006) (citing J. Calamari & J. Perrilo, 

Contracts, § 11-5 (3d ed. 1987); Restatement (Second) of Contracts § 250 

(1981)). “A condition may be either a condition precedent to the formation 

of a contract or a condition precedent to performance under an existing 

contract.” Id. (emphasis added). “In the case of a condition precedent to 

formation, . . . the contract does not exist unless and until the condition 

occurs.” Id. (emphasis added). Thus, “[n]o binding contract is formed 

when a condition precedent to its formation never occurs.” Surgical 
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Partners, LLC v. Choi, 100 So. 3d 1267, 1269 (Fla. 4th DCA 2012). On the 

other hand, “[i]n the case of a condition precedent to performance, a 

contract exists that may be enforced pursuant to its terms.” Mitchell, 936 

So. 2d at 1180 (emphasis added). 

Generally, “conditions precedent are not favored, and the courts will 

not construe provisions to be such, unless required to do so by plain, 

unambiguous language or by necessary implication.” Reilly v. Reilly, 94 

So. 3d 693, 697 (Fla. 4th DCA 2012) (internal quotations omitted). In 

regards to conditions precedent to performance, we have previously

explained:

Conditions precedent to an obligation to perform are those 

acts or events, which occur subsequently to the making of a 

contract, that must occur before there is a right to immediate 

performance and before there is a breach of contractual duty.

Id. (emphasis added) (quoting Chipman v. Chipman, 975 So. 2d 603, 607 

(Fla. 4th DCA 2008)).

An enforceable contract, requires “an offer, an acceptance, 

consideration, and sufficient specification of terms so that the obligations 

involved can be ascertained.” W. Constr., Inc. v. Fla. Blacktop, Inc., 88 So. 

3d 301, 304 (Fla. 4th DCA 2012) (quoting Savoca Masonry Co., v. Homes 

& Son Constr. Co., 542 P.2d 817, 819 (Ariz. 1975)). Here, Genesis’s Letter 

of Agreement contained its offer to provide particular bargained-for 

services to Land Company. In addition, it provided Land Company a 

specific means of acceptance under a section entitled, “ACCEPTANCE,” 

which stated:

ACCEPTANCE. Please understand that this proposal will be 

valid for 30 days from the date of this letter. If this proposal 

meets with your approval, please execute both copies and 

return one copy to us for our files.

A plain reading of this language indicates that it specifies the time frame 

within which Land Company could accept the offer, “30 days from the

date of this letter.” The second sentence then defines the means by 

which Land Company could accept the offer, i.e., by executing the 

copies of the letter. Immediately beneath the section entitled 

“ACCEPTANCE” in the Letter of Agreement are the words, “APPROVED 

AND ACCEPTED THIS DAY of May 12, 2009,” followed by the signatures 

of officers from both Genesis and Land Company. There being no evidence 

to the contrary, the Letter of Agreement admitted into evidence reflects 
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that Land Company accepted Genesis’s written offer within the time frame 

and in the manner specified in the offer. Accordingly, at that point, an 

enforceable contract was formed between the parties.

The Letter of Agreement does not contain any limiting language or 

clauses with respect to conditioning the formation of the contract on the 

payment of the retainer fee. As Land Company argues, the retainer 

sentence, stating “$25,000 will work as a retainer prior to the start of work,” 

appears towards the end of a long section pertaining to “payment of fees” 

associated with each step of the work to be completed and providing the 

due dates of the payments for each step. Thus, the retainer provision was 

a description of Land Company’s payment obligation as a condition to 

Genesis beginning its work. We note that while the retainer section was 

not a condition precedent to the contract’s validity, it could have been a 

means for Genesis to demand payment of the retainer prior to beginning 

work on the basis that the retainer was a condition precedent to Genesis’s 

performance. Apart from that, however, the Letter of Agreement contained 

no clear conditional language or any indication that the contract would go 

into effect on any other date than on the date it was executed. 

Significantly, the Letter of Agreement did not require that the retainer fee 

be paid within thirty days of the letter. Rather, the letter allowed thirty 

days for Land Company to accept its proposal by executing it, which it did. 

Accordingly, the Letter of Agreement did not set forth a time frame for the 

payment of the retainer fee, merely that payment of the fee would be 

required “prior to the start of work.” As such, a plain reading of the Letter 

of Agreement reflects that any conditionality in connection with the 

retainer fee conditioned only Genesis’s performance on Land Company’s 

payment of the retainer fee, and not the formation of the contractual 

agreement itself. 

We also determine that the plain language of the Letter of Agreement is 

not susceptible to more than one meaning. “When a contract’s terms are 

not susceptible to more than one meaning, a court may not indulge in 

interpretation or resort to extrinsic evidence.” Vocelle & Berg, LLP v. IMG 

Citrus, Inc., 125 So. 3d 843, 844 (Fla. 4th DCA 2013). Nevertheless, we 

note that the evidence presented at trial also supports the conclusion that 

the contract was valid and binding between the parties. As discussed 

above, Genesis’s president testified to the contract he entered into with 

Land Company, and explained that Genesis began working on the project 

even without being paid because he expected payment pursuant to the

contract, and even expected a future contract for additional work on the 

project. Moreover, no evidence was presented to suggest that the president

was under the impression that no contract had been formed due to Land 

Company’s non-payment of the retainer fee. Nor did he testify that the 
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retainer provision was understood or intended to be a condition precedent 

to the formation of the contract. On the contrary, his testimony reflected 

that Genesis performed under the contract because it expected to be paid 

per the contract. Likewise, the invoices submitted by Genesis all tracked 

the language of the contract’s scope and amount of contractual payments.

Thus, we hold that the parties entered into an express contract, and 

the provision regarding the retainer fee did not create a condition 

precedent to the formation of the contract, but rather conditioned only

Genesis’s performance on Land Company’s payment of the retainer fee. 

Because an express contract existed between the parties, Genesis’s 

recovery in quantum meruit was inappropriate. We therefore reverse the 

final judgment and remand for the trial court to enter a judgment in favor 

of Land Company.

Reversed and remanded.

DAMOORGIAN, CONNER and FORST, JJ., concur.

* * *

Not final until disposition of timely filed motion for rehearing.