## Facts

- Auto-Owners issued a performance bond for Southeast Floating Docks, Inc., in connection with Southeast’s contract to build a floating dock for Rivermar Contracting Company.
- The construction contract contained a choice-of-law clause selecting Michigan substantive law for disputes.
- A performance dispute arose; Rivermar sued Southeast and Auto-Owners for breach of contract.
- Auto-Owners settled Rivermar’s claims for $956,987 and then sued Southeast and its president, Alan Simpson, in federal court under a written indemnity agreement.
- Applying Michigan substantive law pursuant to the choice-of-law clause, Southeast prevailed in the indemnity action.
- Southeast sought attorney’s fees under Florida Statutes § 768.79 based on rejected settlement proposals; the federal district court denied fees.
- On appeal, the Eleventh Circuit certified questions to the Florida Supreme Court, including whether § 768.79 applies when another jurisdiction’s substantive law governs by contract.

## Issues

1. Whether Florida Statutes § 768.79 applies in a case governed by the substantive law of another jurisdiction under a contractual choice-of-law provision.

## Decision

- The Florida Supreme Court answered the certified choice-of-law question in the negative.
- Section 768.79 does not apply when the parties have contractually selected another state’s substantive law to govern the dispute.
- Because this holding resolved the fee request, the Court declined to address the other certified questions as moot.

## Legal Principles

- Florida Statutes § 768.79 creates a substantive right to attorney’s fees and is substantive for conflict-of-laws analysis.
- Florida courts generally enforce contractual choice-of-law clauses unless applying the chosen law would violate strong Florida public policy.
- Absent a clear legislative directive that § 768.79 applies regardless of the governing substantive law, the statute is displaced when the parties’ contract selects another state’s substantive law.

## Conclusion

The court held that Florida’s offer-of-judgment fee-shifting statute is substantive and cannot be used to obtain attorney’s fees in a dispute governed by another state’s substantive law under a valid contractual choice-of-law provision, rendering other questions about the settlement offers unnecessary to decide.


Southeast Floating Docks, Inc. v. Auto-Owners Ins. Co., 82 So. 3d 73 (Fla. 2012)