M & M Realty Partners at Hagen Ranch, LLC v. William Mazzoni
982 F.3d 1333
11th Cir.2020Background
- In August 2011 M&M Realty Partners at Hagen Ranch, LLC (M&M) contracted to buy Boynton Beach land from the William Mazzoni Trust for $5 million, with a six-year contingency period to secure development permits and a potential post-development price adjustment.
- M&M is an LLC whose members are other LLCs and trusts; its principals include Joseph Marino and Jack Morris, who M&M says have personal resources available to fund the purchase.
- M&M claims it spent substantial sums from 2011–2017 to obtain permits and in May 2017 notified the Trust it would close that October; the Trust refused to close. William Mazzoni (co-trustee/agent) removed signs, refused to sign some documents, and reportedly impeded permit efforts, though M&M nonetheless obtained permits because it was the Trust’s authorized signatory.
- M&M sued the Trust for specific performance and breach and sued William Mazzoni individually for tortious interference; all parties moved for summary judgment.
- The district court granted summary judgment for the Trust and Mazzoni, holding M&M failed to show it was ready, willing, and able to perform (no binding commitment of third-party funds) and that Mazzoni, as the Trust’s agent/party, could not be liable for tortious interference.
- The Eleventh Circuit affirmed: M&M lacked the required proof of ability to close (no binding third‑party commitment), and Mazzoni—being the Trust or its agent—was not liable for tortious interference; the improper-means exception did not apply to an agent/party.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether M&M established readiness, willingness, and ability to perform to obtain specific performance or contract damages | Morris and Marino personally had sufficient cash/credit to close, so M&M could "command" funds | M&M itself lacked $5M cash/assets and had no binding commitment from any third party to provide funds | M&M failed to show readiness/ability: no binding commitment from principals; summary judgment affirmed for defendants |
| Whether William Mazzoni can be liable for tortious interference with the Trust’s contract | Mazzoni interfered (removed signs, refused signatures, discouraged closing) and acted maliciously | As trustee/agent/signatory, Mazzoni was acting for the Trust; a party or its agent cannot tortiously interfere with its own contract | Mazzoni not liable: a party/agent cannot be sued for interfering with its own contract |
| Whether the improper-means exception permits interference liability against Mazzoni | Mazzoni used improper means to frustrate permitting and closing | The exception applies to interested third parties, not to an agent acting for the contracting party; also M&M didn’t show an independent tort | Exception inapplicable: Mazzoni was agent/party; alleged acts did not constitute an independent noncontractual tort |
| Whether corporate separateness may be disregarded so principals’ resources count as M&M’s | M&M’s principals’ resources should be treated as available to M&M ("command" funds) | Corporate/LLC forms insulate principals’ assets absent a binding commitment or veil-piercing, which is inappropriate here | Court refused to disregard corporate forms; principals’ uncommitted resources insufficient to show M&M could close |
Key Cases Cited
- Hollywood Mall, Inc. v. Capozzi, 545 So. 2d 918 (Fla. Dist. Ct. App. 1989) (setting tests for financial readiness: cash in hand, assets/credit, or binding third‑party commitment)
- Perper v. Edell, 35 So. 2d 387 (Fla. 1948) (purchaser need not have cash physically present but must be able to command funds on reasonable notice)
- Ethyl v. Balter, 386 So. 2d 1220 (Fla. Dist. Ct. App. 1980) (recognizing improper‑means exception to privilege to interfere for interested third parties)
- Salit v. Ruden, McClosky, Smith, Schuster & Russell, P.A., 742 So. 2d 381 (Fla. Dist. Ct. App. 1999) (an agent of a contracting party is not a stranger and ordinarily cannot be held for interference)
- Ernie Haire Ford, Inc. v. Ford Motor Co., 260 F.3d 1285 (11th Cir. 2001) (under Florida law, no tortious interference claim where defendant is party to the contract)
- KMS Restaurant Corp. v. Wendy’s International, Inc., 361 F.3d 1321 (11th Cir. 2004) (discussing privileged interference by interested third parties)
- Am. Int’l Land Corp. v. Hanna, 323 So. 2d 567 (Fla. 1975) (breach of contract cannot be converted into tort merely by allegations of malice)
- Nicholas v. Miami Burglar Alarm Co., 339 So. 2d 175 (Fla. 1976) (tort remedies not available for contract breaches absent an independent tort)