253 So. 3d 28
Fla. Dist. Ct. App.2017Background
- Agro Supply (Venezuelan corporation owned by Antonio Quercia) wired $15 million that was intended as a loan/investment to Agritrade entities; $9.5 million remained unpaid.
- Ruben Sierra (Agritrade manager) signed a Letter of Intent (March 14, 2012) describing a $15M investment at 10% interest; subsequent promissory notes (March 29 and June 26, 2012) named Quercia as payee and identified Agritrade Lending, S.A. (Lending) as maker, though one note bore an LP signature block.
- Quercia and Agro Supply sued multiple Agritrade entities and Juan Curbelo (Agritrade principal) alleging breach of contract/promissory note, unjust enrichment, fraudulent transfer, lost instrument, veil-piercing/alter-ego, and related claims.
- The trial court granted partial summary judgment: Quercia obtained judgment against Lending for $9.5M (breach of note/contract and lost note), and Agro Supply obtained judgment against Agritrade L.P. (LP) for $9.5M on unjust enrichment and a lost-note count; Agro Supply later voluntarily dismissed other claims against LP/Lending.
- At trial against Curbelo, a jury found him liable for fraudulent transfer and unjust enrichment; final judgments provided Quercia and Agro may collect up to the greatest single recovery but precluded double recovery.
- On appeal, the court affirmed most judgments but reversed the judgment in favor of Agro Supply on the lost-note count (Count VIII) because only Quercia, not Agro Supply, was a party to the promissory note.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Who may enforce the promissory note (Quercia vs. Agro Supply)? | Quercia/Agro: both enforce; Agro claims entitlement based on funds coming from Agro’s account. | LP/Lending: only Quercia (payee) is party to note; Agro lacked standing on the note. | Only Quercia could enforce the note; summary judgment for Quercia against Lending affirmed; Agro Supply’s judgment on lost note reversed. |
| Identity of the borrower/maker (Lending vs. LP) and enforceability of note | Quercia/Agro: note obligations are enforceable against named maker (Lending) and/or LP as appropriate. | LP/Lending: signature blocks and accounting raise factual disputes about who was actual borrower. | Lender acknowledged borrowing; summary judgment for Quercia against Lending on breach and lost-note (as to Quercia) was proper. |
| Unjust enrichment by LP (Agro Supply v. LP) despite existence of express contract between other parties | Agro: LP retained and used funds wired from Agro and was unjustly enriched; Agro (the corporate owner of funds) may recover even though an express contract existed between Quercia and LP. | LP/Lending: express contract between Quercia and LP/Lending precludes unjust enrichment; factual disputes about who conferred/retained benefit. | Court affirmed unjust enrichment judgment for Agro against LP because (1) Agro, not Quercia individually, supplied funds, and (2) Florida law permits unjust enrichment recovery where parties to the express contract differ from parties to the unjust enrichment claim. |
| Fraudulent transfer / veil piercing / unjust enrichment against Curbelo (alter-ego liability) | Quercia/Agro: Curbelo controlled Agritrade entities, diverted funds to alter-ego entities (Galo), and was directly benefited—warranting veil piercing and recovery. | Curbelo: no direct benefit, veil-piercing not pleaded, insufficient evidence of alter-ego or lack of corporate formalities. | Jury verdict and judgments against Curbelo affirmed: court found adequate pleading and competent substantial evidence of alter-ego and direct benefit; interest on unjust enrichment limited per law. |
Key Cases Cited
- Peoples Nat’l Bank of Commerce v. First Union Nat’l Bank of Fla., 667 So. 2d 876 (Fla. 3d DCA 1996) (elements of unjust enrichment defined)
- Gonzalez v. Eagle Ins. Co., 948 So. 2d 1 (Fla. 3d DCA 2006) (restitution/unjust enrichment principle)
- Variety Children’s Hosp., Inc. v. Vigliotti, 385 So. 2d 1052 (Fla. 3d DCA 1980) (express contract between different parties does not always preclude unjust enrichment against a nonparty)
- Real Estate Value Co. v. Carnival Corp., 92 So. 3d 255 (Fla. 3d DCA 2012) (express contract generally defeats implied contract claims when between same parties)
- Kovtan v. Fredericksen, 449 So. 2d 1 (Fla. 2d DCA 1984) (same rule on express vs. implied contract)
- Wilson v. EverBank, N.A., 77 F. Supp. 3d 1202 (S.D. Fla. 2015) (distinguishing Florida law from New York law on whether an express contract bars unjust enrichment claims against non-contract parties)
- Wiand v. Wells Fargo Bank, N.A., 86 F. Supp. 3d 1316 (M.D. Fla. 2015) (discussion of unjust enrichment being displaced by express contract between parties)