352 So.3d 357
Fla. Dist. Ct. App.2022Background
- Diamond Blue Int'l, Inc. and Fundacion Lemar each loaned $1,000,000 to CFLB Management, LLC and received promissory notes; funds were deposited into Management's account.
- The next day Management transferred the $2,000,000 to CFLB Partnership, LLC as a capital contribution in exchange for an ownership adjustment; Partnership owns the Conrad Fort Lauderdale Beach Resort property.
- Plaintiffs obtained and prevailed on promissory-note claims against Management (affirmed in Conrad I) and then sued Partnership for unjust enrichment, alleging Partnership received and retained the $2,000,000.
- At summary judgment Plaintiffs emphasized (and Partnership largely admitted) that Management and Partnership were related and shared managers, officers, counsel, and office space, and that the funds immediately moved to Partnership.
- The trial court granted summary judgment for Plaintiffs, finding no true economic transaction or real consideration and treating the entities as functionally the same; Partnership appealed.
- On appeal the court reversed, holding Plaintiffs failed as a matter of law to show they directly conferred a benefit on Partnership—a required element of unjust enrichment—and Plaintiffs had not pled or proved veil-piercing.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether Plaintiffs directly conferred a benefit on Partnership | Plaintiffs' $2M was immediately transferred into Partnership and used for the Property, so Partnership received a direct benefit | Plaintiffs contracted with Management and received notes from Management; any benefit was conferred on Management, not Partnership | No direct benefit to Partnership; unjust enrichment fails |
| Whether an adequate remedy at law (promissory-note judgment) bars unjust enrichment | Equitable claim remains because funds ended up with Partnership | Plaintiffs already had a legal remedy against Management | Court resolved case on lack of direct benefit rather than relying on adequacy of legal remedy |
| Whether corporate veil/piercing can treat transfers to Management as transfers to Partnership | Related-entity facts (same managers, owners, counsel, offices) justify treating them as the same for unjust enrichment | Plaintiffs did not plead or prove veil-piercing; LLCs are distinct entities | Veil-piercing not shown or pled; corporate separateness upheld |
| Whether the capital-account/book-entry to Management constituted consideration (defeating unjust enrichment) | The book entry was a sham and no real consideration was received by Partnership | Partnership gave an ownership/capital-account adjustment—constituting consideration to Management | Court held the undisputed record did not show Partnership received a direct benefit from Plaintiffs despite the capital entry; unjust enrichment fails |
Key Cases Cited
- Conrad FLB Mgmt., LLC v. Diamond Blue Int'l, Inc., 300 So. 3d 716 (Fla. 3d DCA 2019) (prior appeal addressing promissory-note claims)
- Kopel v. Kopel, 229 So. 3d 812 (Fla. 2017) (plaintiff must directly confer benefit to prevail on unjust enrichment)
- Extraordinary Title Servs., LLC v. Fla. Power & Light Co., 1 So. 3d 400 (Fla. 3d DCA 2009) (no unjust enrichment where plaintiff conferred benefit only on related corporate affiliate)
- Peoples Nat. Bank of Commerce v. First Union Nat. Bank of Fla., N.A., 667 So. 2d 876 (Fla. 3d DCA 1996) (elements of unjust enrichment)
- Olmstead v. F.T.C., 44 So. 3d 76 (Fla. 2010) (corporate entities are distinct legal persons)
- Marrache v. Bacardi U.S.A., Inc., 17 F.4th 1084 (11th Cir. 2021) (indirect benefits to defendants are insufficient for unjust enrichment claims)