B & C Investors, Inc. v. Vojak
79 So. 3d 42
Fla. Dist. Ct. App.2011Background
- Williamson negotiated to buy commercial property from Pioneer Concrete Tile, Inc. for $250,000 while in a tax dispute with the IRS.
- BCI, owned by Williamson’s wife, was used to acquire the property at the attorney’s advice to avoid tax complications; Vojak secured a written contract.
- Vojak later suggested forming Bay-One Enterprises, Inc., and assigned BCI’s interest to Bay-One after which Bay-One took title to the property.
- Bay-One’s sale proceeds exceeded the contract price; BCI was prevented from financing due to Vojak’s first-mortgage position and Vojak refused to relinquish it.
- Vojak ultimately sold the property and kept profits; BCI filed suit alleging fiduciary duty, malpractice, unjust enrichment, and constructive trust claims.
- The trial court dismissed the constructive trust with prejudice and dismissed fiduciary duty and malpractice with prejudice due to the statute of frauds, then the sixth amended complaint was dismissed with prejudice seeking breach of fiduciary duty and legal malpractice.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether constructive trust was properly dismissed with prejudice | BCI contends constructive trust is an equitable remedy, not a separate contract-based claim barred by the statute of frauds. | Vojak argues the claim is barred by the statute of frauds as relief arising from an oral contract to convey land. | Constructive trust properly dismissed with prejudice on equitable-remedy basis. |
| Whether statute of frauds bars breach of fiduciary duty | BCI asserts fiduciary-duty breach claims are independent torts not barred by the contract-for-land provision. | Vojak argues breach-of-fiduciary-duty claims repackaged from an oral land-conveyance contract are barred by the statute of frauds. | Statute of frauds does not bar breach of fiduciary duty; claims go beyond contract and are independent torts. |
| Whether statute of frauds bars legal malpractice | BCI alleges Vojak’s professional conduct breached duties to protect BCI’s interests and was below professional standards. | Vojak maintains these claims derive from an oral contract to convey land and are barred by the statute of frauds. | Statute of frauds does not bar the legal malpractice claim; independent tort supported by professional duty. |
| Whether unjust enrichment is barred by statute of frauds | BCI claims Vojak wrongfully profited and retained benefits at BCI’s expense; seeks equitable relief. | Vojak contends unjust enrichment arises from an oral land-conveyance contract barred by the statute of frauds. | Unjust enrichment claim not barred by statute of frauds; independent equity-based claim. |
Key Cases Cited
- Dade County School Board v. Radio Station WQBA, 731 So.2d 638 (Fla. 1999) (constructive trust and pleading as proper in some contexts)
- Canell v. Arcola Housing Corp., 65 So.2d 849 (Fla. 1953) (statute of frauds bar on oral land conveyance contracts)
- Boldstar Technical, LLC v. Home Depot, Inc., 517 F.Supp.2d 1283 (S.D. Fla. 2007) (contract claim repackaged as tort; statute of frauds applies)
- Brigham v. Brigham, 11 So.3d 374 (Fla. 3d DCA 2009) (special relationship requires high standard of good faith)
- Moransais v. Heathman, 744 So.2d 973 (Fla. 1999) (economic loss rule; independent torts may exist alongside contract)
- Brace v. Comfort, 2 So.3d 1007 (Fla. 2d DCA 2008) (unjust enrichment may be equitable where third party profited at appellant’s expense)
- Hallock v. Holiday Isle Resort & Marina, Inc., 4 So.3d 17 (Fla. 3d DCA 2009) (economic loss rule and independent torts)