University Housing by Dayco Corp. v. Foch
221 So. 3d 701
| Fla. Dist. Ct. App. | 2017Background
- In May 2013 Rogelio Foch (as guardian for Redovaldo Foch) executed a Memorandum of Agreement (MOA) with Dayco to develop a student-housing project; Dayco was required to file Articles of Organization for a development company and secure construction financing before Foch would transfer guardianship real property to the development company.
- Before Dayco formed the development company or obtained financing, Dayco purportedly assigned its interest in the not-yet-formed development company to University Housing by Dayco Corporation (UHDC).
- UHDC (via its sole shareholder) later filed Articles of Organization creating The Suites at University City, LLC, but neither Dayco nor UHDC provided the requisite funding under the MOA.
- UHDC demanded that Foch convey the guardianship property to The Suites and sued for specific performance and, alternatively, unjust enrichment after Foch refused.
- The trial court granted summary judgment for Foch, finding the MOA conditioned Foch’s obligation to convey on Dayco’s funding (a condition precedent), the assignment to UHDC was invalid when made, UHDC lacked standing to enforce the MOA, and UHDC’s unjust enrichment claim failed because any benefit inured to The Suites/UHDC, not Foch.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether UHDC has standing to enforce the MOA after Dayco assigned its interest | Assignment gave UHDC Dayco's rights to enforce the MOA | Assignment was invalid because Dayco had no assignable interest before forming the development company; UHDC lacked standing | Assignment invalid; UHDC lacks standing to enforce the MOA |
| Whether Foch was obligated to convey the guardianship property absent funding | Section 3.02(F) allows disposition of membership interests even without funding, so Foch can be forced to convey | The MOA conditions Foch's conveyance on contemporaneous funding; no funding, no obligation | Conveyance was contingent on Dayco/UHDC securing funding; no obligation to convey without funding |
| Whether Section 3.02(F) permitted sale/transfer before initial funding | UHDC: 3.02(F) permits disposition of membership interests regardless of funding | Foch: 3.02(B) ties receipt of membership interest to funding; without funding Foch has no interest to dispose | 3.02(F) only triggers after initial funding; Foch had no membership interest to convey |
| Whether UHDC stated a viable unjust enrichment claim | UHDC: it expended efforts that benefited Foch, so unjust enrichment relief is appropriate | Foch: any benefits flowed to The Suites/UHDC, not to Foch or his ward | No unjust enrichment — no benefit received by Foch; benefits inured to UHDC/The Suites |
Key Cases Cited
- Volusia Cty. v. Aberdeen at Ormond Beach, L.P., 760 So. 2d 126 (Fla. 2000) (standard for summary judgment and when contract interpretation is appropriate for summary adjudication)
- Racing Props., L.P. v. Baldwin, 885 So. 2d 881 (Fla. 3d DCA 2004) (definition and effect of a condition precedent)
- Mitchell v. DiMare, 936 So. 2d 1178 (Fla. 5th DCA 2006) (distinguishing conditions precedent to formation versus to performance)
- Land Co. of Osceola Cty., LLC v. Genesis Concepts, Inc., 169 So. 3d 243 (Fla. 4th DCA 2015) (acts or events that must occur post-contract before performance is due)
- Extraordinary Title Servs., LLC v. Fla. Power & Light Co., 1 So. 3d 400 (Fla. 3d DCA 2009) (elements and limitations of unjust enrichment recovery)