370 So.3d 1010
Fla. Dist. Ct. App.2023Background:
- In 2014 Appellants began developing a 120‑unit assisted‑living/memory‑care project financed by $24,910,000 in First Mortgage Revenue Bonds Series 2014A (the A Bonds) under a Trust Indenture and Loan Agreement.
- In June 2018 Appellees provided a non‑binding "Summary of Terms" proposing to buy and restructure the A Bonds, forbear enforcement, and require Appellants to take a corporate loan and pay a $1,000,000 premium to the then‑bondholder representative to subsidize the purchase.
- Appellants allege they performed: they obtained the corporate loan and paid the $1,000,000 to the third‑party bondholder representative; Appellees thereafter bought the A Bonds but refused to reissue/modify them and declared a default.
- Appellants sued (five counts: breach of contract, implied‑in‑fact contract, fraud in the inducement, breach under the Trust Indenture/Loan Agreement, and unjust enrichment).
- The trial court dismissed the entire complaint with prejudice, finding the Summary of Terms an unenforceable agreement to agree, the statute of frauds barred contract claims, fraud was derivative, and unjust enrichment failed for lack of a direct benefit.
- The Fifth District reversed, holding dismissal with prejudice was an abuse of discretion because statute‑of‑frauds and other defenses were not conclusively established on the face of the complaint and amendment could be permitted.
Issues:
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Enforceability / Statute of Frauds (contract claims) | Summary + subsequent performance (corporate loan and $1M payment) and aggregated writings satisfy statute or remove it via full/partial performance | Summary was nonbinding agreement to agree; Banking Statute of Frauds bars an oral credit/modification agreement | Summary alone is unenforceable, but statute of frauds is an affirmative defense not conclusively shown; dismissal without leave to amend was error |
| Fraud in the inducement | Appellees made promises with no intent to perform; actionable deceit independent of contract | Fraud claim is derivative of failed contract claim and should be dismissed | Because contract claims were not conclusively failed, fraud claim is not merely derivative; dismissal without leave to amend was error |
| Unjust enrichment (direct benefit) | Appellants conferred a benefit (loan/payment) that directly benefited Appellees even if passed through an intermediary | Benefit passed through intermediary; not a direct benefit to Appellees (relying on Virgilio) | Court rejects that intermediary transfer necessarily defeats direct‑benefit theory; unjust enrichment claim adequately pleaded |
| Dismissal with prejudice / Leave to amend | Leave to amend should be allowed; dismissal with prejudice premature | Amendment futile because statute of frauds and other legal bars apply | Dismissal with prejudice abused discretion; case remanded so plaintiffs may amend and proceed |
Key Cases Cited
- Conner, I, Inc. v. Walt Disney Co., 827 So. 2d 318 (Fla. 5th DCA 2002) (complaint sufficiency reviewed de novo; allegations accepted as true on motion to dismiss)
- J Square Enters. v. Regner, 734 So. 2d 565 (Fla. 5th DCA 1999) (full performance can take an agreement out of the statute of frauds)
- Kolski ex rel. Kolski v. Kolski, 731 So. 2d 169 (Fla. 3d DCA 1999) (multiple writings may be aggregated to satisfy the statute of frauds)
- Wells Fargo Bank, N.A. v. Richards, 226 So. 3d 920 (Fla. 4th DCA 2017) (loan‑modification implicates Banking Statute of Frauds)
- W.R. Townsend Contracting, Inc. v. Jensen Civil Constr., Inc., 728 So. 2d 297 (Fla. 1st DCA 1999) (fraud in inducement viable where promisor had no intent to perform)
- La Pesca Grande Charters, Inc. v. Moran, 704 So. 2d 710 (Fla. 5th DCA 1998) (distinguishing contract remedies from fraud remedies when fraud induced the contract)
- Duncan v. Kasim, Inc., 810 So. 2d 968 (Fla. 5th DCA 2002) (elements of unjust enrichment and requirement that benefit be direct)
- Virgilio v. Ryland Group, 680 F.3d 1329 (11th Cir. 2012) (discussed for the limits of direct‑benefit theory when intermediaries are involved)