Lenbro Holding Inc. v. Simon Falic, 503 F. App'x 906

Lenbro appeals a district court dismissal with prejudice for failure to state a claim under Rule 12(b)(6).
Lenbro's claims arise from Consulting Agreements with Urban Decay Cosmetics, LLC and Lacroix, signed Sept. 30, 2005; Falic allegedly guaranteed the fees eight days earlier.
Lenbro seeks $7,775,000 in damages under the Personal Guaranty for breach of contract related to the Consulting Agreements.
District court dismissed in 2012, holding the Personal Guaranty did not satisfy the statute of frauds.
Lenbro contends the guaranty and consulting agreements could be read together, or that parol evidence and intent allegations show consideration.
Eleventh Circuit reverses and remands for further proceedings.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether the guaranty and consulting agreements can be read together	Lenbro argues they were part of the same transaction and should be read together.	Falic argues the documents were not executed at the same time and lack necessary cross-consideration.	They could not be read together to satisfy the statute of frauds.
Whether the Amended Complaint's allegations of intent are conclusory	Lenbro's allegations about the parties' intent are factual, not mere legal conclusions.	The district court treated them as conclusory and not entitled to presumption of truth.	Allegations were not conclusory and entitled to a presumption of truth for purposes of dismissal.
Whether parol evidence should be considered	Parol evidence can show consideration where the writing lacks it and missing terms can be supplied.	The district court erred by not considering parol evidence.	Parol evidence should have been considered; district court erred in not considering it.

Texaco, Inc. v. Giltak Corp., 492 So. 2d 812 (Fla. 1st DCA 1986) (independent consideration required unless same-time execution)
von Dunser v. Southeast First National Bank of Miami, 367 So.2d 1094 (Fla. 3d DCA 1979) (same-time execution supports consideration)
Barnett Bank of S. Fla., N.A. v. University Gynecological Assocs., Inc., 638 So.2d 595 (Fla. 4th DCA 1994) (guaranty executed with original loan treated as consideration)
Gordon v. Corporate Ins. Services, Inc., 374 So.2d 603 (Fla. 3d DCA 1979) ("same consideration for the principal debt suffices for the contract of guaranty")
Palm Lake Partners II, LLC v. C & C Powerline, Inc., 38 So.3d 844 (Fla. 1st DCA 2010) (promise as consideration if promisor has new obligation)
Bhim v. Rent-A-Center, Inc., 655 F. Supp. 2d 1307 (S.D. Fla. 2009) (mutually binding promises as consideration)
Redington Grand, LLP v. Level 10 Props., LLC, 22 So.3d 604 (Fla. 2d DCA 2009) (mutual promises can create consideration)
Am. Dental Ass'n v. Cigna Corp., 605 F.3d 1283 (11th Cir. 2010) (Iqbal framework for pleading plausibility)
Ashcroft v. Iqbal, 556 U.S. 662 (U.S. 2009) (plausibility pleading standard)
Ungerleider v. Gordon, 214 F.3d 1279 (11th Cir. 2000) (parol evidence admissibility under Florida law)