DDS SM LLC v. LLC (2025)

Affirmed.

Stephanie A. McRae, DDS, a sole proprietorship; SM Dental, LLC; and Stephanie McRae, individually, (collectively, “McRae”), appeal the final summary judgment entered against them by the trial court and in favor of Appellee, National Lending Services, LLC, that also denied McRae's separate motion for summary judgment. For the following reasons, I concur with the majority's affirmance.

By way of background, Bank of America, N.A., had loaned McRae the sum of $490,000 and filed suit when McRae defaulted under the payment obligations of the loan. The parties thereafter executed a settlement agreement, later amended, to resolve their dispute. The trial court entered an order approving the settlement agreement and staying the action to allow the parties time to comply with the terms and conditions of their settlement.

Bank of America later assigned its interest in the loan and settlement agreement to Key Star Capital Fund II, L.P. (“Key Star”). Shortly thereafter, Dr. McRae emailed Mary Turner, the Key Star asset manager overseeing the McRae account, advising Turner that she had a person interested in buying her business and asking for the payoff amount of the loan. Dr. McRae also inquired as to the “options for taking care of the balance” if the prospective purchaser's offer was below the payoff amount.

Turner responded by email advising that the payoff was $379,988.05. Turner also asked Dr. McRae to provide her with “any realistic offers,” advising that, depending on the amount of the offer, Key Star would consider accepting a discounted amount in order to settle the debt in full.

The next relevant document of record was Turner's January 4, 2022 letter to Dr. Clement Constable, who the record showed was purchasing Dr. McRae's dental practice. Turner advised Dr. Constable that Key Star would accept a lump sum payment of $150,000 no later than January 17, 2022, and, in exchange, Key Star would release its UCC ¹ lien on the business assets of Dr. McRae's dental practice.

The $150,000 was timely paid to Key Star from the sale proceeds, and Key Star promptly released its UCC lien. Notably, there was no correspondence of record from or on behalf of McRae to Key Star about a dismissal of the underlying litigation with prejudice based upon the $150,000 payment being in full and final settlement and discharge of the debt. McRae made no further payments under the settlement agreement or loan documents.

Approximately ten months later, Key Star assigned its interest in the McRae loan and settlement agreement to Appellee, which subsequently filed a motion for entry of a final judgment for the remaining balance due under these documents. This prompted McRae to seek leave to amend their earlier-filed affirmative defenses and to also file a counterclaim. McRae's position in these pleadings was that an accord and satisfaction was reached and the underlying debt was discharged in full by Key Star's acceptance of the aforementioned $150,000 lump sum payment.

Appellee disagreed, and it filed a motion for summary judgment under Florida Rule of Civil Procedure 1.510 for the remaining balance owed on the debt. In the motion, Appellee also denied that a mutual agreement had previously been reached between Key Star and McRae that the $150,000 payment received by Key Star was intended to be in full satisfaction and discharge of McRae's debt.

McRae did not file a response to Appellee's motion for summary judgment as directed under Florida Rule of Civil Procedure 1.510(c)(5). Instead, McRae filed their own summary judgment motion based on accord and satisfaction. McRae's motion did not challenge the balance that Appellee alleged was owed, but argued that from the undisputed facts, the balance so described by Appellee had been fully discharged upon Key Star's receipt of the $150,000 payment. McRae submitted they had no further financial obligations under the settlement agreement and loan documents.

The trial court entered final summary judgment in favor of Appellee that also denied McRae's motion for summary judgment. The court concluded that Turner's January 4, 2022 letter did not indicate that the $150,0000 payment was to be in full and complete satisfaction of McRae's indebtedness. The court found that Turner's deposition testimony of record, which Appellee had filed with its summary judgment motion, also showed that the $150,000 payment was not intended to be in full satisfaction of the debt. The final judgment awarded Appellee damages for the outstanding principal balance owed as alleged in its motion, plus costs, interest, and attorney's fees.

McRae's sole argument in their initial brief, and as made to the trial court, is that the trial court erred in not granting their motion for summary judgment as the undisputed facts surrounding the $150,000 payment established, as a matter of law, that the parties entered into an accord and satisfaction that resulted in the entire debt owed by McRae being discharged. In Republic Funding Corp. of Florida v. Juarez, our court explained that an accord and satisfaction:

results when there is an existing dispute as to the proper amount due from one party (the debtor) to another party (the creditor) and the parties mutually intend to effect settlement of the existing dispute by a superceding agreement and the debtor tenders, and the creditor accepts, performance of the new agreement in full satisfaction and discharge of the debtor's prior disputed obligation.

563 So. 2d 145, 146 (Fla. 5th DCA 1990).

Because the existence of an accord and satisfaction involves the question of the parties’ intent, it typically is a question of fact to be resolved at trial. Brody Irrevocable Grantor Tr. No. 2 v. Brody, 322 So. 3d 150, 153 (Fla. 2d DCA 2021). Only when the evidence creates no conflict does the existence of an accord and satisfaction become a question of law. Id. Stated a little differently, an “accord and satisfaction results as a matter of law only when the creditor accepts payment tendered on the expressed condition that its receipt is deemed to be a complete satisfaction of the disputed issue.” St. Mary's Hosp. Inc. v. Schocoff, 725 So. 2d 454, 456 (Fla. 4th DCA 1999).

Applying these principles, my review of the record is that Appellee's summary judgment evidence, including Turner's deposition, and McRae's summary judgment evidence, including Dr. McRae's own affidavit, appeared to conflict. To the extent McRae contends that, irrespective of Turner's deposition testimony, Turner's January 4, 2022 letter expressly confirmed that Key Star intended for McRae's underlying debt to be fully discharged upon receipt of the lump sum $150,000 payment from the sale proceeds, their reliance is misplaced.

First, this letter was not addressed to McRae; instead, it was directed to Dr. Constable, the dentist purchasing Dr. McRae's dental practice, and provided Dr. Constable with assurance that upon Key Star's receipt of the $150,000 by a date certain, Key Star would release its lien on the assets being purchased by him from McRae. Second, the letter did not expressly confirm full settlement and discharge of McRae's obligations upon Key Star's receipt of the $150,000.

Whether Key Star and McRae had reached an accord and satisfaction of the underlying obligation was, in my view, a disputed issue of material fact, not an undisputed issue of law, and was more appropriately resolved by the trier of fact, not by summary judgment. See Fla. R. Civ. P. 1.510(a) (providing that a “court shall grant summary judgment if the movant shows that there is no genuine dispute as to any material fact and the movant is entitled to judgment as a matter of law”). However, this was not the argument McRae made either here or below. Accordingly, I have no quarrel with the result reached by the trial court in denying McRae's summary judgment motion because McRae's argument that, as a matter of law, an accord and satisfaction was reached, was not shown.

Lastly and importantly, because McRae has not separately or sufficiently argued to this court that any other grounds exist for the reversal of the final summary judgment entered in favor of Appellee, the majority's affirmance is proper.

FOOTNOTES

1.   Uniform Commercial Code.

Per Curiam.

Harris and MacIver, JJ., concur. Lambert, J., concurs with opinion.