Orange Lake Country Club, Inc. v. Reed Hein & Assocs., LLC
367 F. Supp. 3d 1360
M.D. Fla.2019Background
- Plaintiffs Orange Lake Country Club, Inc. and Wilson Resort Finance (timeshare developer and lender) sued Reed Hein & Associates d/b/a Timeshare Exit Team (TET), its principals, vendor attorneys including Mitchell Sussman, and others alleging a scheme to induce owners to breach timeshare contracts for profit.
- TET marketed a "proprietary process" to exit owners from timeshares, directed owners to stop payments and communications with developers, collected upfront fees, and referred files to vendor attorneys without case-specific investigation.
- Sussman was retained as a vendor attorney, received a fixed fee per file (typically $500), did not communicate with owners, and used boilerplate letters plus three recurring "exit" methods (resignation notices, unilateral deeds back to plaintiffs, and deeds to associates) without confirming legality or notifying plaintiffs appropriately.
- Plaintiffs allege those methods falsely led owners to believe they were released, resulting in hundreds of foreclosures and damages to Plaintiffs and owners; Plaintiffs asserted tortious interference, civil conspiracy, FDUTPA, and Lanham Act claims (relevant here: conspiracy to interfere with contracts).
- Sussman moved for summary judgment arguing insufficient evidence of conspiracy, agency privilege, Noerr-Pennington immunity, Florida litigation privilege, and intra-corporate conspiracy doctrine; the Court denied summary judgment.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Existence of conspiracy to interfere with contracts | TET and Sussman agreed and acted (boilerplate letters, exit methods, owners stopped payments) causing damage | No proof of agreement or unlawful means; contract with TET was lawful | Denied — evidence (referrals, standard practices, exit methods, false assurances) raises factual issues for a jury |
| Agency/privilege to interfere (Sussman as owners' agent) | Owners were harmed; Sussman acted for TET, not owners, and misled owners | Sussman privileged as agent of owners to interfere with their contracts | Denied — no agency with owners; even if agent, privilege defeated by ulterior motive and improper methods |
| Noerr-Pennington (petitioning immunity for letters) | Letters were pre-litigation petitioning protected by Noerr | Letters not threats to sue, not prelitigation demands; services agreement precluded filing suit; sham exception applies | Denied — letters differ from protected pre-suit demands and material factual disputes exist as to sham petitioning |
| Florida litigation privilege (absolute immunity) | Letters were pre-suit communications related to litigation | Letters were not required by statute/contract and Sussman did not file suit; no relation to litigation | Denied — no basis to extend litigation privilege to these communications |
| Intra-corporate conspiracy doctrine | Sussman was an agent of TET and cannot conspire with principal | Sussman had personal stake (fees, volume) separate from TET | Denied — factual record supports personal-stake exception; jury question |
Key Cases Cited
- Celotex Corp. v. Catrett, 477 U.S. 317 (summary judgment burden rules)
- Prof'l Real Estate Investors v. Columbia Pictures Indus., Inc., 508 U.S. 49 (Noerr-Pennington sham exception framework)
- Noerr Motor Freight v. Eastern R.R. Presidents Conference, 365 U.S. 127 (origins of petitioning immunity)
- United Mine Workers of America v. Pennington, 381 U.S. 657 (petitioning immunity principles)
- McGuire Oil Co. v. Mapco, Inc., 958 F.2d 1552 (11th Cir.) (Noerr doctrine applied outside antitrust and sham exception discussion)
- Charles v. Florida Foreclosure Placement Center, LLC, 988 So.2d 1157 (Fla. 3d DCA 2008) (elements of civil conspiracy under Florida law)
- Levin, Middlebrooks, Mabie, Thomas, Mayes & Mitchell, P.A. v. U.S. Fire Ins. Co., 639 So.2d 606 (Fla.) (Florida litigation privilege)
- DeLong Equip. Co. v. Washington Mills Abrasive Co., 887 F.2d 1499 (11th Cir.) (conspiracies generally proven by inference)