Horizons A Far, LLC v. Plaza N 15, LLC
114 So. 3d 992
Fla. Dist. Ct. App.2012Background
- Horizons, a Plaza N15 LLC member, filed a sworn 2011 complaint against Plaza’s managing member and subsidiary alleging breach of fiduciary duty and conflicts arising from Plaza’s operating agreement.
- Horizons sought injunctive relief including an accounting, removal of the manager, and the temporary appointment of a receiver to aid in the accounting and act as manager.
- Before ruling, the parties completed an accounting; Horizons amended its complaint to add fraud and other claims.
- The trial court denied Horizons’ emergency motion, holding Horizons waived the right to seek a receiver under section 13.4 of Plaza’s operating agreement.
- The court later reversed or remanded, ultimately concluding the waiver was limited to dissolution or liquidation actions, not all actions seeking a receiver; the interlocutory order denying appointment of a receiver was reversed and the matter remanded for merits evaluation.
- The opinion remands to consider whether appointment of a receiver is appropriate on the merits, noting significant costs and ramifications of such appointment.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Scope of section 13.4 waiver. | Horizons argues waiver covers dissolution actions only. | Plaza contends waiver applies to all actions seeking appointment of a receiver. | Waiver limited to dissolution/liquidation context. |
| Contract interpretation governing waiver. | Interpretation should reflect context and entire agreement. | Language dictates broad waiver. | Court erred in broad interpretation; context governs. |
| Remand for merits of receiver appointment. | Appointment should be considered on the merits. | Remand not necessary if waiver applies. | Remand proper for merits determination. |
Key Cases Cited
- Whitley v. Royal Trails Prop. Owners’ Ass’n., Inc., 910 So.2d 381 (Fla. 5th DCA 2005) (contract interpretation; de novo review of contract terms)
- Crawford v. Barker, 64 So.3d 1246 (Fla.2011) (interpretation of contract; overall document meaning)
- Jenkins v. Eckerd Corp., 913 So.2d 43 (Fla. 1st DCA 2005) (clear contract language; no need for construction)
- Delissio v. Delissio, 821 So.2d 350 (Fla. 1st DCA 2002) (interpretation; context and purpose of contract)
- Am. Home Assurance Co. v. Larkin Gen. Hosp., Ltd., 593 So.2d 195 (Fla.1992) (consideration of contract language, subject matter, and purpose)
- McAllister Hotel, Inc. v. Schatzberg, 40 So.2d 201 (Fla.1949) (courts caution to recognize implications of receivership)