## Facts

- Horizon/CMS Healthcare Corporation and related entities (Horizon) and Southern Oaks Health Care, Inc. and related entities (Southern Oaks) entered multiple twenty-year partnership and management agreements in 1993.
- The agreements formed a partnership to develop and own a new nursing facility (Royal Oaks) and provided for Horizon to manage both Royal Oaks and Southern Oaks’s existing facility.
- In 1996, Southern Oaks sued Horizon alleging multiple defaults and breaches of the long-term agreements.
- The trial was bifurcated: after a bench trial, Horizon was found to have breached two partnership agreements; a jury separately found Horizon breached several management contracts.
- The trial court ordered dissolution of the partnerships, finding the parties were incapable of continuing to operate in business together, and ruled that dissolution eliminated any entitlement to future damages.
- Horizon appealed, arguing Southern Oaks’s expert used an improper measure of damages; Southern Oaks cross-appealed, seeking lost future partnership profits for the remaining seventeen years of the contracts.

## Issues

1. Whether a party preserves for appellate review a challenge to an expert’s damages methodology when it did not object at trial or present contrary damages evidence, and raised the argument only in a post-trial motion for new trial.
2. Whether a partner may recover seventeen years of lost future partnership profits on a theory of “wrongful” dissolution when the court orders judicial dissolution based on the parties’ inability to continue operating together.

## Decision

- The appellate court affirmed the judgment.
- The court held Horizon’s damages-methodology argument was not preserved because Horizon failed to object to the expert testimony or present alternative damages evidence at trial.
- The court rejected Horizon’s attempt to recast the unpreserved complaint as a “weight of the evidence” issue raised in a motion for new trial, noting the verdict was supported by the unobjected-to evidence.
- The court affirmed the dissolution and the denial of future-profit damages on Southern Oaks’s cross-appeal, rejecting the claim that the judicial dissolution constituted a wrongful dissolution entitling Southern Oaks to seventeen years of future profits.

## Legal Principles

- An appellate court will not review an alleged improper measure of damages when the complaining party failed to make a timely trial objection to the damages evidence and did not present competing damages proof.
- Raising a damages-methodology complaint for the first time in a motion for new trial does not preserve the issue when the complaint is not a true challenge to the verdict as against the manifest weight of the evidence.
- Judicial dissolution based on the parties’ incapacity to continue operating together can terminate claims for future partnership damages; future-profit recovery requires a valid basis for wrongful dissolution under applicable law or agreement.

## Conclusion

The court affirmed dissolution of the parties’ nursing-facility partnerships and upheld the damages award because Horizon did not preserve its challenge to the damages methodology at trial, and Southern Oaks was not entitled to long-term future-profit damages following judicial dissolution based on the parties’ inability to continue business relations.


Horizon/CMS Healthcare Corp. v. S. Oaks Health Care, Inc., 732 So. 2d 1156 (Fla. Dist. Ct. App. 5th Dist. 1999)