114 So. 3d 1092
Fla. Dist. Ct. App.2013Background
- Goodwin sued Sphatt and Buygone, Inc. over a November 7, 2005 shareholders’ agreement regarding profits and governance; Sphatt managed Buygone and Goodwin was to receive remuneration from Buygone’s profits.
- Goodwin alleged misrepresentation of Buygone’s profitability, and that he learned of profitability only from the IRS after tax exposure.
- Goodwin filed suit January 3, 2011, asserting breach of contract, breach of fiduciary duty, fraud, and a derivative action.
- Sphatt and Buygone moved to dismiss arguing the claims were time-barred; the trial court granted dismissal with prejudice.
- The trial court erred because the complaint did not conclusively establish that the statute of limitations had run on the asserted claims.
- The appellate court reversed and remanded, finding the complaints did not conclusively show time-bar under applicable statutes of limitations.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| whether the contract and derivative claims are time-barred | Goodwin contends five-year contract-based limit applies | Sphatt/Buygone argue facts show bar | No conclusive bar; dismissal improper |
| whether facts show timely breach of contract dates | Dates not specified; breaches alleged over time | Untimely if date-specific breach occurred | Cannot conclude barred; remand warranted |
| whether fiduciary-duty claim is time-barred or continuing tort | Claim is continuing conduct; tolling possible | Limitations run from breach and damages | Not conclusively barred; continued tort issue precludes dismissal |
| whether fraud claim is time-barred or continuing | Plaintiff didn’t know of misrepresentation until later; continuing tort concept applies | Fraud statute runs from discovery of misrepresentation | Not conclusively barred; continuing-tort theory preserved viable claim |
Key Cases Cited
- Ambrose v. Catholic Soc. Servs., Inc., 736 So.2d 146 (Fla. 5th DCA 1999) (limitations may be raised in motion to dismiss when clear on face of pleading)
- Brooke v. Shumaker, Loop & Kendrick, LLP, 828 So.2d 1078 (Fla. 2d DCA 2002) (dismissal proper when facially evident statute bar)
- Technical Packaging, Inc. v. Hanchett, 992 So.2d 309 (Fla. 2d DCA 2008) (contracts-based actions under five-year limit; dates required)
- Halkey-Roberts Corp. v. Mackal, 641 So.2d 445 (Fla. 2d DCA 1994) (breach-of-fiduciary-duty limitations; continuing tort theory possible)
- Patten v. Winderman, 965 So.2d 1222 (Fla. 4th DCA 2007) (breach-based tort limitations; continuing conduct considerations)