FIFTH DISTRICT COURT OF APPEAL

STATE OF FLORIDA

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 Case Nos. 5D2023-1079

 5D2023-1410

LT Case No. 2014-DR-04642-FM

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NANCY ROSENBERG,

Appellant/Cross-Appellee,

v.

LEE ROSENBERG,

Appellee/Cross-Appellant.

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On appeal from the Circuit Court for Duval County.

Lance M. Day, Judge.

Michael G. Tanner, Megan K. Moon, and Justin T. Delise, of 

Gunster, Yoakley & Stewart, P.A., and Michael R. Phillips, of 

Fletcher & Phillips, PLLC, Jacksonville, for Appellant/CrossAppellee.

Elliot Zisser, of Zisser Family Law, PLLC, Neptune Beach, and 

Michael J. Korn, of Korn & Zehmer, PA, Jacksonville, for 

Appellee/Cross-Appellant.

June 21, 2024

MAKAR, J.
2

This marital dissolution case, along with a related case,1

involves the calculation of personal goodwill in the same multimember medical practice, North Florida Anesthesia Consultants 

(“NFAC”) in Jacksonville, which was sold to a corporation.

Personal goodwill is value attributable to the reputation and skill 

of the physician-shareholders in providing medical services to 

their patients; in contrast, enterprise goodwill is value from 

ongoing referrals to and patronage of the medical practice that is 

separate and apart from personal goodwill.2 Under Florida law, 

the personal goodwill of a medical practitioner in a solo practice is 

not a marital asset.3 At issue in this case is the unresolved legal 

question of whether the personal goodwill of medical practitioners 

in a multi-member practice is non-marital as well. The trial court 

answered this question affirmatively, adopting an approach that 

excluded the personal goodwill of all shareholder-physicians as 

non-marital.

I.

Nancy and Lee Rosenberg were married in 1988, living 

together until Nancy petitioned for dissolution of marriage in May 

2014. Lee is an anesthesiologist who completed his medical 

residency in 1993 and soon thereafter became employed with 

NFAC in which he became a shareholder three years later. By late 

2015, thirty-four other physicians were equal shareholders of 

NFAC with Lee.

Nancy and Lee divorced, agreeing upon the allocation of their 

assets, reflected in a consent final judgment in January 2016. Lee 

1 Conde-Berrocal v. Conde, No. 5D2023-0449, 2024 WL ___, at 

__ (Fla. 5th DCA June 21, 2024).

2 The supreme court in Thompson v. Thompson, 576 So. 2d 

267, 268 (Fla. 1991), used the phrase “professional goodwill,” 

which is synonymous with “enterprise goodwill.” Because the 

latter best captures the phrase’s true meaning, it is used here.

3 See, e.g., Weinstock v. Weinstock, 634 So. 2d 775, 776 (Fla. 

5th DCA 1994); Young v. Young, 600 So. 2d 1140, 1141 (Fla. 5th 

DCA 1992).
3

retained sole ownership and possession of his marital interest in 

his medical practice, which included NFAC and its corporate 

affiliate, Medi-Bill of North Florida, Inc. (“MediBill”); his interest 

in NFAC at that time was valued at $122,800 and his interest in 

MediBill was valued at $26,557. Based on the value of the parties’ 

overall assets, including Lee’s interests in NFAC and MediBill, 

Nancy made an “equalizing payment” of $129,485 to Lee.

Just prior to the entry of the January 2016 consent judgment, 

however, Nancy took Lee’s deposition, in which he failed to disclose 

the then-ongoing efforts to sell the medical practice. As it turns 

out, NFAC had been exploring the sale of both its medical practice 

and MediBill since June 2015. Those efforts culminated in the 

physician/shareholders, including Lee, selling their interests in 

both entities to Sheridan Healthcorp., Inc. (“Sheridan”) for 

$99,450,000 in April 2016. Lee received approximately $2,650,000 

for his NFAC and MediBill interests plus additional sale proceeds 

of approximately $150,000 to be paid in 2017 and 2018; each 

physician received approximately $56,000, after taxes, for their 

shares in MediBill. None of this was made known to Nancy.

As was inevitable, in May 2016, Nancy learned of the 

multimillion-dollar Sheridan deal and moved to vacate the consent 

judgment, arguing that but for Lee’s misrepresentations she 

“would never have agreed to the equitable distribution and 

alimony provisions of the final judgment.” The trial court granted 

her motion, finding that Lee “should have disclosed his full 

knowledge” about the Sheridan situation. Lee appealed that 

ruling, which was affirmed without opinion.4

On remand, the trial court held proceedings to determine the 

value of Lee’s interests in NFAC and MediBill, Lee’s expert was 

Alexander Rey and Nancy’s was Josh Shilts. Each expert took a 

4 At that time, this case was docketed in the First District 

Court of Appeal, which ruled against Lee, see Rosenberg v. 

Rosenberg, 311 So. 3d 840 (Fla. 1st DCA 2021); this case was 

thereafter transferred to this court on January 1, 2023. See Ch. 

2022-163, § 15, Laws of Fla.
4

slightly different analytical approach in how they calculated 

personal and enterprise goodwill.

Rey testified that the entire value of the NFAC medical 

practice was composed of intangible assets. That’s because the 

firm’s balance sheet showed no meaningful tangible assets, such 

as real estate, equipment, or the like; instead, “virtually all” of the 

practice’s value “was intangible” in the form of the “personal 

goodwill” of the physicians and “enterprise goodwill” that “attaches 

to the reputation of the entity itself.” Based on his revenue model, 

he estimated that the total net value of the Sheridan transaction 

was $71,660,000, consisting solely of personal and enterprise 

goodwill.

He next estimated what percentage of this value was 

attributable to personal goodwill versus enterprise goodwill. To do 

this, he calculated that 56% of NFAC’s total revenue came from 

surgery facilities with “nonexclusive” contracts, meaning that 

those facilities could request specific anesthesiologists from either 

NFAC or elsewhere.5 The underlying premise was that about half 

of the practice’s revenues arose from the “preferences” expressed 

and choices made for NFAC anesthesiologists under the 

nonexclusive contracts, reflecting a rough approximation of 

revenues due to the personal goodwill of preferred physicians. 

Rey rounded this percentage down to 50%, using it as a rough 

proxy for the total personal goodwill of the thirty-five physicians. 

His estimate of the combined personal goodwill of all thirty-five 

physicians was $35,830,000 (50% of $71,660,000). He deducted 

this amount of personal goodwill from the total net value of the 

Sheridan transaction. The resulting value, also $35,830,000, was 

deemed “enterprise goodwill” because it came from revenues due 

to exclusive contracts between NFAC and surgery facilities, i.e., 

5 It bears noting that the market for anesthesiologists is not 

driven by patient demand; instead, it is generally surgeons and 

surgical facilities who seek out or have preferences for particular 

anesthesiologists with whom they like to work. As Rey stated, it is 

not an anesthesiologist’s “reputation with the patients that 

matters”; instead, it is the “reputation with the surgeons and 

facilities that they work at that matters.”
5

NFAC’s medical services were required under these contracts 

versus preferred on an individualized basis. After excluding 

personal goodwill as non-marital, Rey’s conclusion was that the 

marital value to Lee of his share of the NFAC practice in April 

2016 was approximately $1,000,000. 

Nancy’s expert witness, Josh Shilts, used Rey’s formula and 

calculations generally. But rather than exclude the personal 

goodwill of all the physicians, he excluded only Lee’s personal 

goodwill from the total net value of the NFAC transaction. He 

estimated that Lee’s personal goodwill was 3.55% of the value of 

the transaction due to Lee’s greater productivity in the practice, 

which equated to $2,544,000 (i.e., $71,660,000 x 3.55%, rounded 

up). Under Shilts’s approach, he arrived at a figure of $69,116,000 

(i.e., $71,660,000 - $2,544,000) as the total value to be apportioned. 

Shilts divided this amount by the total number of physicians (35) 

resulting in his estimate of $1,977,000 of the practice’s pro rata 

value (rounded) to be divided between Nancy and Lee as marital 

property. This approach effectively treated all the other 

physicians’ personal goodwill as enterprise goodwill to be 

apportioned in the marital award and resulted in an amount 

almost double that of Rey’s estimate as the following chart reflects.

Rey Shilts

Net Value $71,660,000 $71,660,000

-Personal Goodwill $35,830,000 $2,544,000

=Total $35,830,000 $69,116,000

÷ 35 ~$1,000,000 ~$1,977,000

The trial court—the same as in Conde-Berrocal—adopted Rey’s 

methodology and valued Lee’s marital interest in NFAC as 

$1,000,000 as of April 1, 2016. Nancy appeals that determination.6

II.

Florida caselaw neither addresses nor adequately explains 

how the calculation of personal goodwill is done in a multi-member

6 Lee cross-appealed, challenging the trial court’s ruling on a 

Fidelity investment account, as well as an award of attorneys’ fees, 

both of which are affirmed.
6

professional practice, here anesthesiologists. The casebooks have 

many solo practitioner examples involving law firms, medical 

practices, and accounting partnerships, all concluding that the 

personal goodwill of a solo practitioner is non-marital under 

Florida law. This case would be easy if Lee was a solo practitioner:

excluding his personal goodwill from the overall valuation of his 

solo medical practice would lead to the result envisioned in 

Thompson v. Thompson, 576 So. 2d 267 (Fla. 1991), the 

foundational supreme court case on goodwill in the marital 

context. 

The flashpoint in this case is the difference in the 

methodologies of the two experts: Should the personal goodwill of 

all the physicians collectively be excluded from total net value of 

the Sheridan transaction, as Rey did, or should only Lee’s personal 

goodwill be subtracted, as Shilts did? Nancy primarily relies on 

Thompson, in which our supreme court first recognized that 

goodwill accumulated in a spouse’s legal practice during a 

marriage may be a marital asset, but that it “must exist separate 

and apart from the reputation or continued presence of the marital

litigant.” Id. at 270 (emphasis added). She relies on the phrase 

“marital litigant,” used only this once in Thompson, to conclude 

that exclusion of the personal goodwill of only the “marital 

litigant,” in this case, Lee, is required. 

That argument overlooks that Thompson was a solo

practitioner case involving a spouse running his own legal practice. 

The supreme court’s holding makes sense because the exclusion of 

the personal goodwill of the lone “marital litigant” in that case was 

all that was at issue. Id. Thompson simply did not address how to 

deal with personal goodwill in the multi-member professional 

context. Indeed, the other cases Nancy cites are solo practitioner 

cases, see Weinstock v. Weinstock, 634 So. 2d 775, 776 (Fla. 5th 

DCA 1994) (discussing the husband’s dental practice); King v.

King, 313 So. 3d 887, 889 (Fla. 1st DCA 2021) (discussing a familyowned insurance agency with husband as CEO who managed its 

business affairs), or are inapt, see Soria v. Soria, 237 So. 3d 454, 

459 (Fla. 2d DCA 2018) (discussing where one spouse founded a 

company and was CEO, but the trial court did not make any 

“findings with regard to goodwill”).
7

What is evident in the caselaw, and what decides this case, is 

that personal goodwill of a professional is simply not a marital 

asset in Florida. Personal goodwill, whether it be that of a 

divorcing spouse or any one of thirty-four physician/shareholders

in a medical practice, is “not a marketable asset distinct from the 

individual” who performs services. Thompson, 576 So. 2d at 270 

(quoting Taylor v. Taylor, 386 N.W.2d 851, 858 (Neb. 1986)). As 

the supreme court in Thompson recognized, personal goodwill—no 

matter the business setting—is not a part of enterprise goodwill. 

The court 

agree[d] with the observation of the Supreme 

Court of Missouri when it stated:

Irrespective of the setting in which it is 

found, the meaning of goodwill does not 

change. It is property which attaches to 

and is dependant [sic] upon an existing 

business entity; the reputation and 

skill of an individual entrepreneur—be 

he a professional or a traditional 

businessman—is not a component of 

the intangible asset we identify 

generally as goodwill.

576 So. 2d at 269 (quoting Hanson v. Hanson, 738 S.W.2d 429, 434 

(Mo. 1987) (emphasis added)). The highlighted language 

emphasizes that personal goodwill is separate and apart from 

enterprise goodwill; personal goodwill “represents nothing more 

than probable future earning capacity” that “is not a proper 

consideration in dividing marital property in a dissolution 

proceeding.” Thompson, 576 So. 2d at 270 (quoting Taylor, 386 

N.W.2d at 858).

Because personal goodwill cannot be considered in the 

division of marital assets, and is not a part of enterprise goodwill, 

it must ipso facto be excluded in calculating the value of a 

purported marital asset in a dissolution proceeding. Applied here, 

this principle requires that the personal goodwill of the thirty-five 

physicians must be excluded; it is collectively a non-marital asset 
8

of each of the respective physicians. Just as Lee’s personal goodwill 

is his own non-marital asset, the personal goodwill of the other 

thirty-four physicians is their own non-marital asset; it thereby 

must be excluded from the consideration of the market value of the 

transaction at issue, as expert Rey did.7

An example demonstrates this point. Imagine that all thirtyfive NFAC physicians were simultaneously divorcing their 

spouses. Using Shilts’ approach, each of the thirty-five former 

spouses would be entitled to approximately $1,977,000, which if 

multiplied by 35 equals about $69,195,000—an amount that is 

almost the entire net value of the Sheridan transaction. The 

entirety of the physicians’ personal goodwill would be allocated to 

the former spouses, leaving the thirty-five physicians with next to 

nothing, despite each having legal entitlement to approximately 

$1 million of non-marital personal goodwill. Such a result would 

be contrary to Thompson and the legal concept that personal 

goodwill is non-marital.

In conclusion, the trial court was correct in adopting a 

valuation methodology that excluded the personal goodwill of all

the physicians from the net value of the sale of the medical 

practice. No Florida case directly addresses the issue presented, 

making this a case of first impression on an important family law 

question. Because our decision has obvious ramifications and 

binds trial courts statewide, we certify the following question as 

one of great public importance for the supreme court’s 

consideration.

IN A MARRIAGE DISSOLUTION CASE, MUST THE VALUE OF 

THE PERSONAL GOODWILL OF ALL PHYSICIANSHAREHOLDERS IN A MULTI-MEMBER MEDICAL PRACTICE BE 

EXCLUDED FROM THE NET VALUE OF THE SALE OF THE 

PRACTICE IN DETERMINING THE MARITAL VALUE OF THE 

PRACTICE?

AFFIRMED.

7 As Rey opined, “[i]f Dr. Rosenberg’s own personal goodwill is 

not a marital asset, I don’t see how [other NFAC anesthesiologists’] 

personal goodwill would be a marital asset of [Dr. Rosenberg].”
9

WALLIS and PRATT, JJ., concur.

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Not final until disposition of any timely and 

authorized motion under Fla. R. App. P. 9.330 or 

9.331.

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