DISTRICT COURT OF APPEAL OF THE STATE OF FLORIDA

FOURTH DISTRICT

HILTON M. WIENER,

Appellant,

v.

THE COUNTRY CLUB AT WOODFIELD, INC.,

a Florida corporation,

Appellee.

No. 4D17-2120

[September 5, 2018]

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

Beach County; Edward A. Garrison, Judge; L.T. Case No. 50-2014-CA008896-XXXX-MB.

Daniel A. Hershman of Hershman Law, P.A., West Palm Beach, for 

appellant.

James N. Krivok of Dicker, Krivok & Stoloff, P.A., West Palm Beach, for 

appellee.

CONNER, J.

Hilton M. Wiener (“Wiener”) appeals the final judgment against him in 

favor of The Country Club at Woodfield, Inc. (“Woodfield Club”). The issue 

we decide is whether the trial court erred in interpreting the pretrial 

stipulation in a manner that narrowed the factual issues to be tried 

pertaining to liability, resulting in the deprivation of a fair trial. From the 

record on appeal, we conclude that the trial court failed to consider the 

intent of the parties as evidenced by the statements within the pretrial 

stipulation and incorrectly interpreted the stipulation in a manner that 

limited the evidence at trial, denying Wiener a fair trial. For those reasons, 

we reverse.

Background

Woodfield Club is a corporation which operates a country club in a 

residential community. Wiener was a homeowner in the residential 

community, which obligated him and his wife to purchase a club 
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membership, pursuant to the master declaration of covenants for the 

residential community.

From approximately February 2004 through May 2011, Wiener used 

facilities as a club member and paid all dues in accordance with invoices 

issued by Woodfield Club. However, starting in June 2011, Weiner 

stopped paying dues because he moved out of the home in response to his 

wife filing for divorce. 

Article X, Section 18(b) of the master declaration of covenants provides 

for the transfer of membership obligations in the event joint homeowners 

divorce:

b. In the event Members are legally separated or divorced, 

title to the Membership, including all rights and benefits given 

to the holder thereof, shall vest in the spouse awarded the 

Membership by judicial determination or settlement, provided 

such spouse fulfills the eligibility requirements for 

Membership in the Club. Both of the divorced or legally 

separated Members shall be required to give written notice to 

the Club designating the person who is entitled to the rights 

and privileges of the Membership within five (5) days after the 

divorce or legal separation is declared final. Until written 

notice has been provided to the Club, both spouses shall 

remain responsible for the payment of all dues, fees, charges 

and assessments associated with the Membership. Upon 

termination of co-habitation, only one Member may use the 

Membership. If both parties fail to designate one person, the 

Membership privileges shall be determined as follows:

(1) The person resident in the Property shall be deemed 

to be the Member entitled to use the Club Facilities.

Wiener’s wife was granted exclusive use of the home in January 2013, 

while their divorce was pending. The divorce became final in December 

2013, at which time Wiener’s interest in the home was awarded to the exwife. In July 2014, Wiener executed a quit claim deed transferring his 

interest in the home to his ex-wife. The ex-wife sold the house to a third 

party in June 2015, and the club membership for the property was 

transferred to the third-party purchaser.

Woodfield Club sued Wiener in July 2014 for breach of contract. 

Wiener filed an answer alleging that the court order awarding his ex-wife 

exclusive use and possession of the home and subsequent divorce decree 

denied him access to Woodfield Club and its facilities, therefore absolving 
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him from any obligations. Upon the case being scheduled for trial, the 

parties filed a joint pretrial stipulation. 

Section I of the pretrial stipulation was entitled: “Stipulated Facts 

Which Require No Proof at Trial.” Paragraph P of Section II stated:

Defendant’s obligation to pay dues, assessments and other 

charges due Plaintiff terminated on June 23, 2015.

June 23, 2015 is the date ownership of the house was transferred to the 

third-party purchaser, triggering membership requirements for the new 

owner.

Section III of the pretrial stipulation was entitled: “Issues of Law and 

Fact to be Determined at Trial.” Paragraphs F, G, H, and I of Section III 

stated:

F. Whether Defendant’s financial obligation to the Club 

pursuant to the Membership Agreement was terminated or 

extinguished by a final judgment of dissolution of Defendant’s 

marriage to his former wife.

G. Whether the Court Order in Defendant’s dissolution of 

marriage proceeding, which awarded Defendant’s ex-spouse 

exclusive use and possession of the Harrington Way property, 

extinguished or altered Defendant’s right to used Plaintiff’s 

facilities under the Membership Agreement.

H. Whether the Court Order in Defendant’s dissolution of 

marriage proceeding, which awarded Defendant’s ex-spouse 

exclusive use and possession of the Harrington Way property, 

extinguished or altered Defendant’s obligation to Plaintiff 

under the Membership Agreement.

I. Whether Defendant was obligated to pay dues, 

assessments and all other club charges accruing on 

Defendant’s membership until Defendant’s full golf 

membership was reissued by the Club to a new member 

pursuant to Plaintiff’s Bylaws.

The non-jury trial was conducted by a judge who had not handled the 

case prior to trial. After the parties made their opening statements and 

while Woodfield Club was presenting its first witness, the trial judge 

interrupted examination of the witness to question why the case was 
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proceeding to trial, based on stipulated facts the trial judge read in the 

pretrial stipulation. The trial judge interpreted the statement in 

Subsection P of the pretrial stipulation to mean that the parties had agreed 

that “the defendant’s [Wiener’s] obligation to pay dues, assessments, and 

other charges to the plaintiff [Woodfield Club] terminated on June 23, 

2015” (the date the membership was transferred to the third-party 

purchaser), prompting the trial judge to ask, “What are we doing here?”

Wiener argued that the stipulation meant that the June 23, 2015 date 

was the outside date for liability, and that Subsection P had to be read in 

context with the other issues framed in the stipulation. The trial judge 

flatly rejected the argument, contending, “That’s not what you stipulated 

to.” Additionally, the trial judge asserted it was his understanding that in 

the Fourth District, “the pretrial stip controls over the pleadings and 

anything else.” After concluding that Wiener’s liability for charges owed 

for the membership was “a mathematical calculation,” the trial judge 

ended discussion on the timeframe of Wiener’s liability for dues and 

instructed Woodfield Club to provide a proposed judgment. The remainder 

of the trial was spent calculating the amount due. The trial court entered 

final judgment in favor of Woodfield Club. After his motions for rehearing 

and new trial were denied, Wiener gave notice of appeal.

Appellate Analysis

Wiener frames two primary issues on appeal, but we determine those 

can be consolidated into one issue: Whether the trial court correctly 

construed the pretrial stipulation when awarding a judgment in favor of 

Woodfield Club. Additionally, Wiener argues the trial court improperly 

denied his motions for rehearing and a new trial.

We conduct a de novo review of a trial court’s interpretation of a written 

contract as a question of law “provided that the language is clear and 

unambiguous and free of conflicting inferences.” Ciklin Lubitz Martens & 

O’Connell v. Casey, 199 So. 3d 309, 310 (Fla. 4th DCA 2016) (quoting 

Commercial Capital Res., LLC v. Giovannetti, 955 So. 2d 1151, 1153 (Fla. 

3d DCA 2007)). Pretrial stipulations are interpreted using the same 

principles for interpreting written contracts. See McGoey v. State, 736 So. 

2d 31, 34 (Fla. 3d DCA 1999) (citing contract law and explaining that the 

essence of a pretrial stipulation is “an agreement between the parties” 

requiring mutual assent).

Orders denying rehearing are reviewed for abuse of discretion. Allard 

v. Al-Nayem Int’l, Inc., 59 So. 3d 198, 201 (Fla. 2d DCA 2011). Appellate 

courts also “review orders on motions for new trial for an abuse of 
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discretion.” Cent. Square Tarragon LLC v. Great Divide Ins. Co., 82 So. 3d 

911, 913 (Fla. 4th DCA 2011). 

If reasonable men could differ as to the propriety of the action 

taken by the trial court, then the action is not unreasonable 

and there can be no finding of an abuse of discretion. The 

discretionary ruling of the trial judge should be disturbed only 

when his decision fails to satisfy this test of reasonableness.

Canakaris v. Canakaris, 382 So. 2d 1197, 1203 (Fla. 1980).

“Although [an appellate] court typically reviews the denial of motions 

for new trial under an abuse of discretion standard, the standard becomes 

de novo if, as a matter of law, the trial judge applies the incorrect legal 

standard in denying the motion.” Collett v. State, 28 So. 3d 224, 226 (Fla. 

2d DCA 2010). Because the motions for rehearing and a new trial in this 

case are grounded in the argument that the trial court improperly 

interpreted the pretrial stipulation, the appropriate standard of review for 

the denial of those motions is de novo.

“When construing stipulations, a court should attempt to interpret it in 

line with the apparent intent of the parties.” Utopia Provider Sys., Inc. v. 

Pro-Med Clinical Sys., LLC, 196 So. 3d 557, 561 (Fla. 4th DCA 2016). As 

explained in Travelers Insurance Co. v. VES Service Co., 576 So. 2d 1349

(Fla. 1st DCA 1991):

A stipulation . . . must be carefully examined to determine 

whether the language used actually discloses a clear, positive, 

and definite stipulated fact. The statement should not be 

vague or ambiguous. Nevertheless, it should receive a 

construction in harmony with the apparent intention of the 

parties. It is not to be construed technically, but rather in 

accordance with its spirit, in furtherance of justice, in the light 

of the circumstances surrounding the parties, and in view of the 

result that they were attempting to accomplish. 2 Fla. Jur. 2d,

Agreed Case and Stipulations, § 6; see Federal Land Bank of 

Columbia v. Brooks, 139 Fla. 506, 190 So. 737 (Fla. 1939).

Id. at 1350 (alteration in original)(emphasis added).

Wiener argues that the trial court refused to consider what the parties 

intended as to the issues to be tried, as expressed by the pretrial 

stipulation, and ignored the disputed facts that were detailed in the 

pretrial stipulation. He further argues that the parties understood a 

genuine dispute existed as to when his obligation to pay membership 
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charges ended, and the intent of the language interpreted by the trial was 

to establish the outside date of the period in dispute.

Woodfield Club argues that the facts in the stipulation are binding on 

the parties, and that Wiener failed to seek relief prior to or at the 

commencement of trial from the improper selection of words in the 

stipulation. See Eagle FL VI SPE, LLC v. T & A Family P’ship, Ltd., 177 So. 

3d 1277, 1280 (Fla. 2d DCA 2015). Thus, Woodfield Club argues that the 

trial court did not abuse its discretion.

However, our review of the record indicates that the trial court did not 

interpret the stipulation “in line with the apparent intent of the parties.” 

See Utopia, 196 So. 3d at 561. And, contrary to Woodfield Club’s 

assertion, Wiener contested the interpretation, and Woodfield Club’s 

attorney disingenuously stated he interpreted the stipulation the way the 

trial court did after the court announced its interpretation.

It is also evident that Woodfield Club clearly thought the June 23, 2015 

date was the “outside limit” of liability. The stipulation was filed six 

months before trial, and Woodfield Club did not move for summary 

judgment on a contention that there was no dispute of material fact as to 

the period of liability. Further, as the trial court observed, going to trial 

made no logical sense, if Woodfield Club believed that Wiener agreed he 

was liable for dues until June 23, 2015. Moreover, Woodfield Club’s 

assertion of agreement with the trial court’s interpretation of the pretrial 

stipulation is belied by several of its own filings acknowledging a dispute 

concerning the date Weiner’s obligations ended, as well as its statements 

at trial. For example, its response in opposition to Wiener’s motion for 

summary judgment stated: “The summary judgment evidence before the 

Court establishes that there are material issues of fact as to when 

Defendant’s obligation to pay dues actually ended . . . .” (emphasis added).

Additionally, in its trial memorandum, Woodfield Club stated: 

Based upon the foregoing irrefutable facts the evidence at trial 

will be conclusive that Defendant remained obligated to pay 

Club dues until at least July 18, 2014 because defendant was 

a record owner of the Woodfield Residence until that date.

. . .

Had Defendant notified the Club that the final divorce decree 

awarded the Woodfield Residence and the membership to [his 

ex-wife], the Club would have transferred the Club 

Membership to [his ex-wife] as of the date of the filing of the 

divorce decree (i.e. December 4, 2013) and at that point 
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Defendant’s obligation to pay dues would have come to an 

end.

(emphasis added). 

Perhaps most tellingly, in its opening statement, Woodfield Club 

implicitly indicated that the end date for Wiener’s liability was for the trial 

court to determine when it stated that the evidence would show that 

Woodfield Club was not notified (1) when Wiener’s divorce became final, 

(2) when the house had been awarded to his ex-wife, or (3) that his ex-wife 

had filled out an application for membership, suggesting three possible 

dates for the termination of Wiener’s liability.

Furthermore, paragraphs F, G, and H of Section III of the pretrial 

stipulation framed questions to be decided in terms of whether Wiener’s 

financial obligation to pay for his membership or his right to enjoy the use 

of the facilities were “terminated,” “altered,” or “extinguished” by the final 

judgment of dissolution of marriage or the court order granting his ex-wife 

exclusive use and possession of the residence. Paragraph I framed the 

question as whether his obligation to pay for membership continued until 

Woodfield Club issued a new membership to the third-party purchaser of 

the residence. Those paragraphs within the pretrial stipulation are 

completely inconsistent with the notion that Wiener agreed his obligations 

continued until the third-party purchaser acquired the property.

All of these instances in which Woodfield Club acknowledged a dispute 

regarding the ending date of Wiener’s obligations lead us to conclude that 

the trial court judge did not construe the stipulation “in accordance with 

its spirit, in furtherance of justice, in the light of the circumstances 

surrounding the parties, and in view of the result that they were 

attempting to accomplish.” Travelers, 576 So. 2d at 1350. Because the 

trial court did not take into account the intention of the parties, cutting 

off all argument regarding the intent of the stipulation, we determine that 

Wiener was denied a fair trial. Thus, we reverse the final judgment and 

remand the case for a new trial.

Reversed and remanded for a new trial.

LEVINE and FORST, JJ., concur.

* * *

Not final until disposition of timely filed motion for rehearing.
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