One South Ocean Drive 2000, LTD and One Ocean Plaza 2001, LTD v. One Ocean Boca, LLC
182 So. 3d 872
| Fla. Dist. Ct. App. | 2016Background
- Bank filed commercial foreclosure against One South Ocean Drive (One South); court appointed receiver to manage property and market leases.
- Receiver posted a $75,000 bond, took control, and later executed five leases without bank/owner approval or court order.
- Foreclosure judgment was assigned to One Ocean Boca, LLC; parties moved for and obtained an Agreed Order Terminating Receivership and Discharging Receiver (Agreed Discharge Order) stating the receiver and surety are "relieved of any further liability, duties, and responsibilities as Receiver."
- One South discovered the unauthorized leases after the discharge; the leases depressed property value and reduced the sale price to One South.
- Twenty months after the Agreed Discharge Order, One South sought leave of the appointing court under the Barton doctrine to sue the receiver individually for negligence, breach of fiduciary duty, and unjust enrichment.
- Trial court denied leave, concluding the Agreed Discharge Order was a general release and that relief under Fla. R. Civ. P. 1.540(b) was untimely; appellate court reversed.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the Agreed Discharge Order released the receiver from individual liability for actions taken while acting as receiver | The discharge did not release individual liability for breaches of fiduciary duty or misfeasance; order only relieved future duties/liability as receiver | The order was a general release relieving the receiver of any further liability, barring suit | Reversed: order did not release receiver from individual liability for breaches of fiduciary duty or misfeasance committed while acting as receiver |
| Whether leave of the appointing court (Barton doctrine) was required and if One South made a prima facie showing to obtain leave | Leave required but One South had prima facie claims (negligence, breach, unjust enrichment) warranting leave | Receiver argued leave should be denied because of the discharge/release and Rule 1.540(b) untimeliness | Court reiterated Barton requires leave; because discharge did not bar individual claims, One South may seek leave to sue; remanded for further proceedings |
| Whether Rule 1.540(b) relief was untimely and bars One South's claims | Agreed Discharge Order did not cover the asserted claims, so Rule 1.540(b) is inapplicable | Receiver argued One South was effectively seeking to set aside the agreed order but missed the one-year Rule 1.540(b) window | Held Rule 1.540(b) does not bar the action because the discharge order did not release individual claims; statute of limitations, not Rule 1.540(b), governs timing |
| Whether a receiver retains immunity after discharge for acts outside authority | Plaintiff: receivers can be liable if they step outside court-granted authority or act personally | Receiver: discharge and agreed language bar subsequent suits | Court: Receiver immunity remains for authorized acts, but liability can attach for actions beyond authority or personal misfeasance; discharge did not immunize such individual liability |
Key Cases Cited
- Barton v. Barbour, 104 U.S. 126 (establishing requirement of leave from appointing court to sue receiver)
- Murtha v. Steijskal, 232 So. 2d 53 (receiver not protected when acting outside authority; may be sued individually)
- Rosen v. Fla. Ins. Guar. Ass'n, 802 So. 2d 291 (intent of parties controls interpretation of releases)
- Landmark Am. Ins. Co. v. Pin-Pon Corp., 155 So. 3d 432 (court bound by plain meaning of unambiguous release terms)
- In re NSCO, Inc., 427 B.R. 165 (trustee/receiver may be held liable post-discharge for breaches occurring during administration)