FIFTH DISTRICT COURT OF APPEAL

STATE OF FLORIDA

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Case No. 5D2021-2409

LT Case No. 2010-DR-504

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BRENDAN HURLEY, as Personal 

Representative of the Estate of 

Harry G. Veon,

Appellant,

v.

SHIRLEY ANN VEON,

Appellee.

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On appeal from the Circuit Court for Seminole County.

Susan Stacy, Judge.

Samuel Alexander, of Alexander Appellate Law P.A., DeLand, for 

Appellant.

Nicholas A. Shannin, B.C.S. and Carol B. Shannin, of Shannin 

Law Firm, P.A., Orlando, for Appellee.

June 28, 2024

PRATT, J.

This is a timely appeal by the representative of the estate of 

Harry Veon (“Former Husband”) from a post-judgment final order 

granting Shirley Ann Veon (“Former Wife”) $788,595.53 under 

several provisions of a 2010 Marital Settlement Agreement 

(“MSA”). On appeal, Former Husband challenges the portions of 
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this award granting Former Wife a share of funds earned through 

Former Husband’s ownership of AutoSoft DMS (the “Software”). 

Those funds derive, in part, from a litigation settlement. The 

remainder of the funds were paid to Former Husband from several 

businesses (the “AutoSoft Companies”), including one business 

that Former Husband at one time legally owned before execution 

of the MSA. The lower court awarded these funds, totaling 

$743,330, under Paragraph 20 of the MSA, which grants Former 

Wife half of all sums Former Husband “receives or becomes 

entitled to receive” as “distribution[s], dividend[s], or any sums of 

money which could be characterized as distributions or dividends 

paid incident to” any legal or equitable ownership interest of the 

AutoSoft Companies, “any subsidiary[,] or any related or affiliated 

entity.”

Former Husband asserts that none of these funds were, or 

could be characterized as, a distribution or dividend resulting from 

ownership in the AutoSoft Companies or any other business entity. 

Instead, he argues that the funds were income from his ownership 

of the Software, which is an intangible asset rather than a business 

entity. He also challenges the lower court’s award of attorney’s fees 

to Former Wife as a prevailing party. 

I.

Former Husband and Former Wife married in 1967. They had 

a child named Brycen Veon. In 1988, during the marriage, Former 

Husband developed the Software for car dealership accounting. 

That same year, Former Husband created the first of the AutoSoft 

Companies—AutoSoft, Inc.—to sell the Software to car 

dealerships. At this time, Former Husband was the sole 

shareholder of AutoSoft, Inc. The company also did business under 

the name AutoSoft, International. 

Throughout the next 15 years, operations of AutoSoft, Inc. 

continued, and some related business entities were created. 

Independent distributors and sales representatives of the Software 

created AutoSoft DMS, LLC. Brycen Veon created another 

entity—Orion Dealer Systems, Inc.—to collect royalties from the 

sales representatives. Former Husband was never a shareholder 

in either of these entities. 
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In 2003, Former Husband began transferring his stock in 

AutoSoft, Inc. to Brycen Veon. By January 2010, all stock in the 

corporation had been transferred. Both Former Wife and Former 

Husband always “knew that Brycen Veon would eventually take 

over the company.”

In November 2010, Former Husband and Former Wife 

divorced, executing a Marital Settlement Agreement (“MSA”) that 

the court incorporated into the final judgment. The MSA included 

three provisions relevant to this appeal: 

• Paragraph 3 indicates the parties’ agreement to waive 

any right to seek compensation from, or any interest in, 

the salary, income, or awards of the other in the future 

unless otherwise provided in the MSA. 

• Paragraph 20 provides an exception to Paragraph 3. It

recites that, as of the date of the MSA’s execution, 

Former Husband holds no legal or equitable ownership 

interest in the AutoSoft Companies, any of their 

subsidiaries, or any related or affiliated entity. The 

paragraph then grants Former Wife half of all sums 

Former Husband “receives or becomes entitled to 

receive” as “distribution[s], dividend[s], or any sums of 

money which could be characterized as distributions or 

dividends paid incident to” any legal or equitable 

ownership interest that Former Husband once held in 

the AutoSoft Companies, “any subsidiary[,] or any 

related or affiliated entity.”

• Paragraph 47 provides for prevailing party attorney’s 

fees in the event of future enforcement actions. 

In 2018, Former Wife filed a post-judgment motion to set aside 

the MSA or, in the alternative, to enforce it. In that motion, she 

alleged that during their separation, Former Husband had 

fraudulently transferred his interest in the AutoSoft Companies; 

that Former Husband had “acquired substantial interests in the 

businesses . . . that would be indicative of his regained ownership 

interest”; and that Former Husband had failed to fully disclose 
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marital assets or the value of such assets. Former Wife asked the 

court to either set aside the MSA or enforce its Paragraph 20. 

A two-day bench trial was held. Former Wife presented 

evidence of a 2014 federal lawsuit filed by Former Husband 

against AutoSoft, Inc. and Orion Dealer Systems, Inc., asserting 

an entitlement to $11.2 million in royalties from 2009 to 2012—

significantly more than the approximate $2.7 million he had 

received. The case settled for $225,000 after attorney’s fees, in 

exchange for assignment of the Software’s copyright. Former Wife 

provided expert testimony that both the pre-suit $2.7 million 

income (or at least whatever portion of that income Former 

Husband received after execution of the MSA) and the $225,000 

settlement amount fell under Paragraph 20 of the MSA, either as 

royalties or due to an ownership interest in the companies. Former 

Wife also demonstrated that Former Husband’s income was $2.4 

million in 2007, $2.2 million in 2008, about $1 million in 2009, 

$122,000 in 2010, and slightly over $1 million each year in 2011 

and 2012.

Former Wife also provided testimony from Brycen Veon’s 

deposition. Brycen’s testimony focused on Former Husband’s 

involvement in the AutoSoft Companies after the MSA. Brycen 

stated that Former Husband had no control over the day-to-day 

operations of AutoSoft, Inc. or Orion Dealer Systems, Inc., and he 

did not recall Former Husband having any power to give 

instructions about the handling of distributions and profits. In 

fact, Brycen directly testified that Former Husband did not have 

control and was not happy with the direction in which Brycen was 

taking the companies. Former Husband attempted to leverage his 

familiarity with the Software to get his way, but that caused a 

breakdown in Brycen’s and the companies’ relationship with 

Former Husband. Eventually, Brycen fired Former Husband from 

AutoSoft, Inc., and the companies transitioned to a new software 

against Former Husband’s will. Brycen later closed the companies 

down. 

Former Husband provided undisputed evidence that 

AutoSoft, Inc. was the only AutoSoft-related company in which he 

ever possessed a legal ownership interest, and that he had 
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transferred to Brycen Veon all his legal ownership interest in 

AutoSoft, Inc. by January 2010. 

After trial, the court denied Former Wife’s motion to set aside 

the MSA, but it granted her enforcement request. The court 

concluded that after execution of the MSA, Former Husband 

retained a legal or equitable interest in the AutoSoft Companies 

that required him to split with Former Wife the monies he received 

from them. Following Former Husband’s motion for rehearing, the 

trial court amended the order to correct some calculations of the 

award. The trial court ultimately ordered Former Husband to pay 

over $600,000 in an award under Paragraph 20 for the monies he 

received after the MSA, nearly $100,000 of the settlement monies, 

about $3,000 related to a real estate ownership misrepresentation, 

and about $42,000 in prevailing party attorney’s fees and costs. 

Former Husband has appealed, challenging each of the 

awards except the one stemming from the real estate ownership 

misrepresentation.

II.

“A marital settlement agreement is a contract.” Crawford v. 

Barker, 64 So. 3d 1246, 1251 (Fla. 2011). A trial court’s 

interpretation of a marital settlement agreement, like any other 

contract, is reviewed de novo. Taylor v. Taylor, 183 So. 3d 1121, 

1122 (Fla. 5th DCA 2015). In a non-jury trial, findings of fact are 

reviewed for support by competent, substantial evidence, while 

legal rulings are reviewed de novo. Acoustic Innovations, Inc. v. 

Schafer, 976 So. 2d 1139, 1143 (Fla. 4th DCA 2008).

To recap, the trial court ordered three awards to Former Wife 

that are at issue in this appeal. First, Former Husband was 

ordered to pay one half of the monies received from the AutoSoft 

Companies in the years following the MSA. Second, Former 

Husband was ordered to pay one half of the monies received in the 

litigation settlement. Third, Former Husband was ordered to pay 

Former Wife’s attorney’s fees under a prevailing party provision of 

the MSA. We will discuss each of these three awards in turn.
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III.

It is undisputed that Former Husband received monies from 

the AutoSoft Companies after entering the MSA, but the parties 

disagree on the proper characterization of the funds. Former 

Husband asserts he had no legal or equitable ownership of the 

companies at any point after entering the MSA, so the funds 

cannot be characterized as distributions or dividends. Former Wife 

argues that Former Husband did in fact possess ownership—

either legal or equitable—of the AutoSoft Companies, and that the 

funds he received can be characterized as dividends or 

distributions. 

A.

Former Husband supports his claim that he had no legal 

ownership of the AutoSoft Companies after the MSA with 

undisputed evidence that he transferred the last of his stock in 

AutoSoft, Inc.—the only AutoSoft-related entity in which he ever 

had an ownership interest—to Brycen Veon in January of 2010, 

and he never reacquired stock in the company. This was supported 

by Former Husband’s testimony, Brycen Veon’s testimony, and 

even Former Wife’s expert’s testimony. Rather than dispute 

Former Husband’s stock transfer, Former Wife instead argues that 

he retained ownership by virtue of his ownership of the Software, 

and by retaining direct or de facto control over AutoSoft, Inc. until 

2012. 

Former Wife’s arguments go to equitable ownership, not legal

ownership. Former Husband completely divested his legal title to 

AutoSoft, Inc. when he transferred the last of his shares to Brycen 

Veon in January 2010. Former Husband correctly points out that 

Former Wife conflates legal ownership of the Software with legal 

ownership of the Companies. Under the plain terms of the MSA, 

however, it is Former Husband’s ownership of the Companies, any 

of their subsidiaries, or “any related or affiliated entity”—not his 

ownership of an asset—that counts. The Software is an asset, not 

a company, subsidiary, or other business entity, so Former 

Husband’s ownership of the Software does not implicate 

Paragraph 20 of the MSA. Thus, we turn to the question whether 
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Former Husband held an equitable ownership interest in the 

AutoSoft Companies.

B.

Both we and the Florida Supreme Court have recognized the 

concept of equitable ownership of real property in the context of ad 

valorem taxation. See, e.g., Leon Cnty. Educ. Facilities Auth. v. 

Hartsfield, 698 So. 2d 526 (Fla. 1997); First Union Nat’l Bank of 

Fla. v. Ford, 636 So. 2d 523 (Fla. 5th DCA 1993). This case, 

however, presents a question regarding equitable ownership of a 

business. 

Both parties point to In re Trujillo, 626 B.R. 59 (Bankr. S.D. 

Fla. 2019), as the starting point for the equitable ownership 

analysis in this context. There, the bankruptcy court noted that, 

“Florida law long has recognized equitable or beneficial interests 

as a form of property ownership,” and “[t]his general rule applies 

even to ownership interests in intangible things, such as corporate 

forms or trust arrangements.” Id. at 73–74 (citing Acoustic

Innovations, 976 So. 2d at 1142, 1144–45; Brevard Cnty. v.

Ramsey, 658 So. 2d 1190, 1196 (Fla. 5th DCA 1995)). It went on to 

note that, “Florida law has no clear standard for determining 

whether someone is the equitable or beneficial owner of assets . . . 

nominally owned by another,” and cases are “fact specific.” Id. at 

74 (citing Russell v. Se. Housing, LLC, 162 So. 3d 262, 268–69 (Fla.

3d DCA 2015); Towerhouse Condo., Inc. v. Millman, 475 So. 2d 674

(Fla. 1985)). According to the bankruptcy court, the “determinative 

facts often overlap with indicia germane to nominee cases.” Id.

Those indicia are: “(i) control over the nominee and the nominee’s 

assets, (ii) family relationships, and (iii) use of [the] nominee’s 

assets.” Id. (citing Shades Ridge Holding Co. v. United States, 888

F.2d 725, 729 (11th Cir. 1989)). According to the bankruptcy court,

“[t]he most critical factor usually is control,” id. (citing Shades

Ridge, 888 F.2d at 728; Christensen v. Bowen, 140 So. 3d 498, 501

(Fla. 2014)), and “[a] second factor is who is receiving the benefits 

of the asset,” id. (citing In re Bellassai, 451 B.R. 594, 601 (Bankr. 

S.D. Fla. 2011)).

The parties cite several cases as examples of this analytical 

framework in action. In one bankruptcy case, the former legal 
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owner of a towing company was found to retain control—and, 

therefore, equitable ownership—when he sold the company’s 

assets to his girlfriend as his divorce and several default 

judgments were pending against him, the girlfriend continued to 

operate the new shell company with little to no knowledge of its 

operations, and she paid his living expenses out of company 

accounts. See In re Bellassai, 451 B.R. at 596. In a decision by the 

Third District Court of Appeal, the Navy was found to equitably 

own several housing improvements nominally owned by a forprofit corporation, based on the allocation of property rights 

between the Navy and the other entities. See Russell, 162 So. 3d at 

268–69. There, the court noted several aspects of the Navy’s 

control—such as access to the improvements, rental of the units, 

oversight of construction, and limiting usage to Navy purposes—

and further noted that the Navy benefitted from revenues and 

received most of the profits, while also receiving the improvements 

themselves at the end of the lease. See id. at 269–70. In a decision 

by the First District Court of Appeal, a university was found to 

equitably own a student housing property despite legal ownership 

by a private company. See Crapo v. Provident Grp.—Continuum 

Props., LLC, 238 So. 3d 869 (Fla. 1st DCA 2018). There, the court 

pointed to the university’s control over planning, operations, and 

rental terms, the university’s entitlement to legal title without 

payment upon satisfaction of the project’s repayment obligations, 

and the direct and substantial benefit to the university of student 

housing, among other factors. See id. at 875. 

We agree that equitable ownership is a fact-specific inquiry, 

and we do not today purport to establish a comprehensive test for 

equitable ownership of a business. However, we do find the factors 

to which the parties direct our attention—control, family 

relationships, and receipt of benefits—appropriate for analyzing 

this appeal, with control being the most critical factor. Our 

discussion of the three factors follows.

1.

At first blush, the record evidence regarding Former 

Husband’s control over the AutoSoft Companies might appear 

mixed. Brycen Veon testified in his deposition that Former 

Husband had no control over day-to-day operations, and he could 
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not recall Former Husband providing instructions about how 

distributions and profits would be handled after transferring away 

his legal ownership. Yet in an interrogatory for the federal 

litigation between Former Husband and the AutoSoft Companies, 

Brycen stated that until 2012, Former Husband had exercised 

direct or de facto control over AutoSoft, Inc. and Orion Dealer 

Systems, Inc. In addition, Former Husband remained on the 

payroll in 2010 and for some years after. 

One key fact, however, definitively establishes that Former 

Husband lacked the kind of control necessary to indicate equitable 

ownership: the 2014 litigation itself. It is undisputed that Former 

Husband brought a lawsuit against the Companies to attempt to 

recover monies that he alleged were rightfully owed to him, and 

that the suit settled for substantially less than his claims. Had 

Former Husband wielded any appreciable degree of control over 

the Companies, he would not have needed to file or settle his suit. 

Even putting aside the federal litigation, none of the record 

evidence demonstrates the type or level of control that courts have 

found to signal equitable ownership. Unlike in In re Bellassai, 

Former Husband did not transfer legal title to someone who had 

no involvement in, or knowledge of, company operations. Unlike in 

Russell and Crapo, the AutoSoft Companies were not operated for 

Former Husband’s benefit, Former Husband did not retain control 

over day-to-day decisions, and there was no arrangement for 

Former Husband to reacquire a legal ownership interest without 

payment. Indeed, Brycen Veon testified that Former Husband 

lacked power over the handling of profits and dividends, and he 

was not happy with the direction in which Brycen was taking the 

AutoSoft Companies, causing a breakdown in the relationship that 

culminated in Former Husband’s firing and the Companies’ 

transition to a different software program. 

On this record, there is no competent, substantial evidence 

that Former Husband retained sufficient control to indicate 

equitable ownership of the AutoSoft Companies. See In re Trujillo, 

626 B.R. at 74 (noting that “‘active’ or ‘substantial’ control” is 

required (quoting Shades Ridge, 888 F.2d at 728)).

2.
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The family-relationship factor weighs only marginally in favor 

of a finding of equitable ownership. During the relevant period, 

Brycen Veon—Former Husband’s son—was the legal owner. 

However, given the evidence that Brycen operated the AutoSoft 

Companies independently of—indeed, contrary to—Former 

Husband’s wishes, we give only slight weight to this factor. The 

evidence shows that Brycen transitioned away from Former 

Husband’s Software, fired Former Husband from AutoSoft, Inc., 

and steered the Companies during Former Husband’s 2014 federal 

lawsuit against them.

Had the evidence showed Brycen to be an unsophisticated, 

disinterested, or compliant family member who continued to run 

the business as Former Husband desired, we might accord this 

factor more weight. But on this record, we do not think that this 

factor is strongly indicative of equitable ownership.

3.

After executing the MSA in 2010, Former Husband 

undeniably received monies from the AutoSoft Companies. The 

question, however, is whether those funds derived from his 

relationship with the Companies, or instead from his ownership of 

the Software. On that score, Former Wife does not deny that the 

funds and settlement proceeds that Former Husband received 

could be payments related to ownership of the Software rather 

than ownership of the Companies. 

The trial court found that “Former Husband continued as an 

employee until 2013 to be provided health insurance,” but it 

determined that his income derived from his ownership of the 

Software when it found that he “failed to disclose the income 

related to said software.” Given the court’s finding that the income 

was related to Former Husband’s ownership of the Software rather 

than any share in the business profits—a finding supported by 

competent, substantial evidence—this factor weighs against 

equitable ownership. 

* * *
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Having weighed the relevant factors, with control as the most 

significant factor, we conclude that Former Husband did not have 

equitable ownership of the AutoSoft Companies after execution of 

the MSA in 2010. Instead, the Companies were both legally and 

equitably owned by Brycen Veon and by independent sales 

representatives and distributors, who pursued their own interests 

rather than Former Husband’s.

C.

Because Former Husband, during the relevant timeframe, 

held neither legal nor equitable ownership of the AutoSoft 

Companies, the funds he received from them cannot be 

characterized as distributions or dividends. Florida and federal 

law recognize that a distribution or dividend involves a transfer of 

money or other property from a corporation or limited liability 

company to its shareholders or members (i.e., owners). See 

§ 607.01401(18), Fla. Stat. (2021); § 605.0102(17), Fla. Stat. 

(2021); 26 U.S.C. § 316(a)(1). Critically, Paragraph 20 of the MSA 

adopts this common legal meaning, specifying that it governs 

distributions and dividends “paid incident to” any legal or 

equitable ownership interest of the AutoSoft Companies, their 

subsidiaries, or any related or affiliated entity. Because Former 

Husband had neither legal nor equitable ownership of the 

AutoSoft Companies, he could not have received a distribution or 

dividend in the years following execution of the MSA. This 

conclusion follows from the plain text of Paragraph 20 of the MSA.

Former Wife’s arguments to the contrary misapprehend that 

Former Husband received the funds due to his ownership of the 

Software—which is an asset, not a business entity—rather than 

any ownership interest in the Companies. 

For the foregoing reasons, we will reverse the trial court’s 

award to Former Wife of one half of the post-MSA monies Former 

Husband received from the AutoSoft Companies.

IV.

Former Husband argues that the trial court improperly 

granted Former Wife a share of the settlement payment that 

Former Husband received when he terminated his federal lawsuit. 
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Like the previously discussed award, this award was granted 

under Paragraph 20 of the MSA. The settlement payment resolved 

Former Husband’s claim that the Companies failed to pay royalties 

that they owed to him. Those royalties were for use of the Software 

he created and owned, not for any ownership in the Companies. 

Because Former Husband did not have legal or equitable 

ownership of the AutoSoft Companies, the money he received from 

the settlement could not fall within the terms of Paragraph 20 of 

the MSA. In short, they cannot be characterized as a distribution 

or dividend incident to an ownership interest in the Companies, 

any subsidiary, or any related or affiliated entity. Accordingly, we 

will reverse the trial court’s award to Former Wife of one half of 

the monies Former Husband received in the settlement of the 

federal litigation.

V.

Former Wife asserts that Former Husband waived any 

argument against the attorney’s fees award by failing to attack the 

award in his initial brief. It is true that failure to address an issue 

in the initial brief generally waives it. See Hagood v. Wells Fargo, 

N.A., 112 So. 3d 770, 772 (Fla. 5th DCA 2013). However, this 

general rule does not apply to prevailing party fees and costs where 

the appellant establishes that he or she is the prevailing party. As 

the First District Court of Appeal recognized under like 

circumstances where an appellant did not specifically challenge 

prevailing party fees in its brief, “[o]nce a final judgment is 

reversed and remanded by an appellate court, there can be no 

prevailing party for purposes of an award of prevailing party 

attorney’s fees. Consequently, an award of attorney’s fees and costs 

predicated on a reversed or vacated final judgment also must be 

reversed.” So. Nat’l Track Servs., Inc. v. Gilley, 152 So. 3d 13, 19 

(Fla. 1st DCA 2014) (citing Marty v. Bainter, 727 So. 2d 1124, 1125 

(Fla. 1st DCA 1999)); see also Great Am. Ins. Cos. v. Souza, 855 So. 

2d 187, 189 (Fla. 4th DCA 2003) (“Additionally, because this 

opinion results in the reversal of the summary judgment in favor 

of the Authority, it can no longer be considered a prevailing party 

entitled to recover attorney's fees from Great American.”). 
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However, we note that Former Wife’s motion to enforce sought 

several forms of relief, including an award for the real estaterelated misrepresentation, which award Former Husband does not 

challenge in this appeal. “[T]he party prevailing on the significant 

issues in the litigation is the party that should be considered the 

prevailing party for attorney’s fees.” Moritz v. Hoyt Enters., Inc., 

604 So. 2d 807, 810 (Fla. 1992). Where a party succeeds on some,

but not all, of her claims, the trial court must determine, in the 

first instance, whether she is the prevailing party (and, indeed, 

whether there is a prevailing party at all). See Trytek v. Gayle 

Indus., Inc., 3 So. 3d 1194, 1203–04 & nn.12–13 (Fla. 2009); 

Torruella v. Nationstar Mortg., LLC, 308 So. 3d 674, 675–76 (Fla. 

5th DCA 2020); Sorrentino v. River Run Condo. Ass’n, 925 So. 2d 

1060, 1065 (Fla. 5th DCA 2006); Brevard Cnty. Fair Ass’n v. Cocoa 

Expo, Inc., 832 So. 2d 147, 151 (Fla. 5th DCA 2002). Accordingly, 

we will vacate the prevailing party attorney’s fees award for the 

trial court to consider, in the first instance, whether Former Wife 

is entitled to any attorney’s fees award under Paragraph 47 of the 

MSA. 

VI.

For the foregoing reasons, we reverse the trial court’s awards 

to Former Wife of half of the post-MSA monies Former Husband 

received from the AutoSoft Companies and half of the monies 

Former Husband received in his litigation settlement, and we 

vacate the trial court’s attorney’s fees award to Former Wife. The 

award for the real estate ownership misrepresentation was 

unchallenged, so that portion of the award is affirmed.

AFFIRMED in part; REVERSED in part; VACATED in part; and 

REMANDED for further proceedings.

EDWARDS, C.J., and LAMBERT, J., 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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