Preservation, Finance etc. v. Associated Financial Corp. CA2/4

INTRODUCTION

Plaintiff Preservation, Finance, Rehabilitation & Development, LP (PFRD) appeals from an award of attorney fees in favor of defendants Associated Financial Corporation and its affiliate, Management Assistance Group, Inc. (collectively, AFC).1 In 2001, the parties entered into a complex loan transaction using a set of loan documents that included an option agreement. PFRD claims that the parties modified their agreement the following year, under an oral contract termed the 50/50 agreement. PFRD sued AFC, alleging breach of the 50/50 agreement. Following a bench trial, the trial court found that PFRD failed to establish the existence or terms of the 50/50 agreement and entered judgment in favor of AFC. AFC successfully moved for attorney fees as the prevailing party, based on an attorney fee provision in the option agreement. On appeal, PFRD argues that its lawsuit alleged only a breach of the 50/50 agreement and therefore the attorney fee provision of a different contract—the option agreement—does not apply. We agree with the trial court that it was necessary to construe the provisions and rights of the parties under the option agreement in order to adjudicate PFRD’s…