Black Business Investment Fund of Central Florida, Inc. v. State, Department of Economic Opportunity
178 So. 3d 931
Fla. Dist. Ct. App.2015Background
- Legislature created the Economic Gardening Business Loan Pilot Program in 2009, authorizing loan origination and servicing fees: 1% origination at closing and a 0.625% per annum servicing fee "payable monthly."
- Appellant (Black Business Investment Fund of Central Florida) was selected to administer the program and contracted to receive the same fees: 1% origination and a monthly-servicing fee described as "0.625 percent per year … payable monthly."
- Appellant deducted a 0.625% monthly servicing fee (i.e., 0.625% each month) from loan balances; the Agency later insisted the statutory/contractual fee was 0.625% per year (total), paid in twelve monthly installments (≈0.052% per month).
- The Agency demanded return of excess fees and any unexpended funds after statutory/contractual deadlines; Appellant refused and the Agency sued for breach of contract and conversion; Appellant asserted equitable defenses and counterclaims.
- Trial court granted summary judgment for the Agency on breach and conversion, denied Appellant’s summary judgment, and awarded damages plus prejudgment interest beginning July 1, 2011; Appellant appealed.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Proper construction of statute/contract fee | Appellant: fee was 0.625% per month (payable monthly) | Agency: fee was 0.625% per year, paid monthly in installments | Court: statute and contract unambiguously provide 0.625% per year payable monthly; judgment for Agency affirmed |
| Equitable estoppel based on Agency conduct | Appellant: Agency’s communications/audit inaction induced reliance on monthly calculation | Agency: never made an explicit, affirmative representation to justify estoppel | Court: no evidence of the required positive representation or detrimental, reasonable reliance; estoppel fails |
| Whether Appellant’s equitable defenses/counterclaims barred by contract/sovereign immunity | Appellant: raised equitable claims/counterclaims to avoid repayment | Agency: contract and sovereign immunity bar those remedies | Court: contract and sovereign immunity bar Appellant’s equitable relief; defenses fail |
| Start date for prejudgment interest | Agency: interest from July 1, 2011 (date statutory deadline passed) | Appellant: interest should run from Agency’s demand/notice of repayment | Court: prejudgment interest accrues from Agency’s demand (April 10, 2012), not July 1, 2011; judgment modified accordingly |
Key Cases Cited
- Volusia County v. Aberdeen at Ormond Beach, L.P., 760 So. 2d 126 (standard for summary judgment review)
- Daniels v. Florida Department of Health, 898 So. 2d 61 (plain statutory language controls when unambiguous)
- Hoffman v. State, Department of Management Services, Division of Retirement, 964 So. 2d 163 (elements and high bar for equitable estoppel against state)
- Pepper v. Pepper, 66 So. 2d 280 (courts cannot rewrite clear legislative enactments)
- Berloni S.P.A. v. Della Casa, LLC, 972 So. 2d 1007 (prejudgment interest entitlement reviewed de novo)
- Columbia Bank v. Turbeville, 143 So. 3d 964 (conversion requires demand and failure to return funds)
- Lumbermens Mutual Casualty Co. v. Percefull, 653 So. 2d 389 (timing of prejudgment interest tied to contract-imposed payment obligations)
- S.S. Jacobs Co. v. Weyrick, 164 So. 2d 246 (definition and elements of conversion)