Jax Utilities Mgmt., Inc. v. Hancock Bank

• Decision Date: 11 June 2015
• Docket Number: No. 1D14–664.,1D14–664.
• Citation: 164 So.3d 1266
• Parties: JAX UTILITIES MANAGEMENT, INC., Appellant, v. HANCOCK BANK, A Foreign Corporation, and Plummer Creek, LLC, A Florida Corporation, Appellees.
• Court: Florida District Court of Appeals

164 So.3d 1266

JAX UTILITIES MANAGEMENT, INC., Appellant

v.HANCOCK BANK, A Foreign Corporation, and Plummer Creek, LLC, A Florida Corporation, Appellees.

No. 1D14–664.

District Court of Appeal of Florida, First District.

June 11, 2015.

Rehearing Denied June 11, 2015.

Diane G. Cassaro, Jacksonville; David S. Wainer, III of Ford, Miller & Wainer, P.A., Jacksonville, for Appellant.

Matthew J. Conigliaro of Carlton Fields Jorden Burt, P.A., Tampa, and Jason A. Perkins of Carlton Fields Jorden Burt, P.A., Orlando, for Hancock Bank, a Foreign Corporation; Lawrence J. Hamilton, II and Barbara Cocciola of Holland & Knight, LLP, Jacksonville, for Plummer Creek, LLC, a Florida Corporation.

ON MOTION FOR REHEARING OR CLARIFICATION

LEWIS, C.J.

We deny Appellant's Motion for Rehearing or Clarification, but we withdraw our previously issued opinion and substitute this opinion in its place.

Appellant, Jax Utilities Management, Inc. (“Jax”), challenges the trial court's entry of a final summary judgment in favor of Appellee, Hancock Bank, arguing that the trial court erred by holding that (1) the statute of limitations set forth in section 95.11(5)(b), Florida Statutes (2011), barred Jax's equitable lien claim, and (2) section 713.3471, Florida Statutes (2011), precluded Jax's common law claims of equitable lien and unjust enrichment. For the reasons that follow, we affirm.

BACKGROUND

On December 29, 2011, Jax brought an action against Appellees based on a failed housing development project. In an Amended Complaint, Jax asserted a breach of contract claim against Plummer Creek, LLC, (Count I) and equitable lien and unjust enrichment claims against Hancock Bank (Counts II and III, respectively). Hancock Bank moved for summary judgment based upon its affirmative defenses that section 95.11(5)(b), Florida Statutes, barred Jax's equitable lien claim and section 713.3471, Florida Statutes, precluded both of Jax's common law claims.

The parties' summary judgment evidence established in part the following: In December 2005, Plummer Creek, as owner, and Jax, as contractor, entered into a Standard Form Agreement for the development of the project, which entailed the construction of “429 builder lots and amenities.” In January 2006, Plummer Creek, as borrower, and Peoples First Community Bank (“Peoples First”), as lender, entered into a Loan Agreement to fund the development. The Loan Agreement was for the principal amount of $15,975,000 and was to be evinced by a Note and used “to finance the purchase of land ... and to construct improvements thereon for the engineering, planning and development of 429 single family building lots and other improvements that will comprise Plummer Creek Subdivision, together with such other improvements necessary or desirable to service the Project.” Under the Loan Agreement, Plummer Creek was required to make scheduled payments to Peoples First and to submit pay requests. Plummer Creek's failure to make a scheduled payment, a material adverse change in Plummer Creek's financial condition, or any one of the other enumerated events constituted a default under the Loan Agreement. Between 2006 and 2009, Plummer Creek performed its obligations under the Loan Agreement.

On May 28, 2009, however, Plummer Creek's sole source capital, Stokes Land Group, was informed by its investors that they would no longer fund the project. On June 1, 2009, Stokes Land Group informed Peoples First that it was no longer able to provide capital and make payments on the loan in light of its investors' decision. As such, in June 2009, Peoples First notified Plummer Creek that it would cease making further advances under the Loan Agreement. On June 27, 2009, Plummer Creek missed an interest payment. Although on June 30, 2009, Jax submitted two pay applications to Plummer Creek, in the amounts of $11,922.98 and $468,680.10, Plummer Creek failed to pay them and failed to submit them to Peoples First. In December 2009, pursuant to a Purchase and Assumption Agreement with the Federal Deposit Insurance Corporation as receiver of Peoples First, Hancock Bank assumed Peoples First's assets and liabilities, including the Note, Mortgage, and Loan Documents relating to the subject property. On March 21, 2011, Hancock Bank initiated foreclosure proceedings against the project. In September 2011, Hancock Bank obtained a Final Judgment of Foreclosure against Plummer Creek in the amount of $18,884,800.38; and in January 2012, a Certificate of Sale and Certificate of Title were filed. Based upon evidence relating to Construction Acceptance Checklists, Jax claimed that its last day on the job was June 20, 2009, while Hancock Bank claimed it was May 14, 2010.¹

The trial court entered a Final Summary Judgment in favor of Hancock Bank. The trial court concluded that Jax's equitable lien claim was barred by the one-year statute of limitations set forth in section 95.11(5)(b), Florida Statutes, regardless of which party's position about Jax's last day on the job was correct. In doing so, the trial court rejected Jax's argument that the statute of limitations did not begin to run until the equitable lien claim accrued upon the initiation of the foreclosure proceeding. The trial court further concluded that Jax's equitable lien and unjust enrichment claims were precluded by section 713.3471, Florida Statutes, and reasoned that the Legislature clearly intended to alter the common law and that the statute is so repugnant to Jax's common law claims that they cannot coexist. This appeal followed.

ANALYSIS

Summary judgment is proper only when there is no genuine issue of material fact and the moving party is entitled to a judgment as a matter of law. Haynes v. Universal Prop. & Cas. Ins. Co., 120 So.3d 651, 653 (Fla. 1st DCA 2013). An order granting a motion for summary judgment is reviewed de novo. Id. Similarly, a trial court's interpretation of a statute is reviewed de novo. M.D.C. v. B.N.M.J., 117 So.3d 489, 490 (Fla. 1st DCA 2013).

Construction of Section 95.11(5)(b)

Jax first argues that the statute of limitations set forth in section 95.11(5)(b), Florida Statutes, began to run not from the last furnishing of labor, services, or material, but from the initiation of the foreclosure proceeding. We disagree.

“Except as provided in subsection (2) [fraud and products liability] and in s. 95.051 [tolling] and elsewhere in these statutes, the time within which an action shall be begun under any statute of limitations runs from the time the cause of action accrues.” § 95.031, Fla. Stat. (2011). “A cause of action accrues when the last element constituting the cause of action occurs.” § 95.031(1), Fla. Stat. “An action to enforce an equitable lien arising from the furnishing of labor, services, or material for the improvement of real property” must be commenced within one year. § 95.11(5)(b), Fla. Stat. (2011).

By its plain language, section 95.11(5)(b) requires that a claim for equitable lien be brought within one year of the last furnishing of labor, services, or material for the improvement of real property. Roehner v. Atl. Coast Dev. Corp., 356 So.2d 1296, 1297 (Fla. 4th DCA 1978) (“This is an appeal from a denial of a motion to dismiss a complaint to enforce an equitable lien, said complaint filed in excess of one year after the last furnishing of labor, services or material. We reverse upon the authority of s 95.11(5)(b) (Fla.Stat.1975 ) which unequivocally requires such a suit to be filed within one year after the last furnishing of labor, services or material for the improvement of real property.”); see also Westburne Supply, Inc. v. Cmty. Villas Partners, Ltd., 508 So.2d 431, 434–35 (Fla. 1st DCA 1987) (finding that the one-year statute of limitations on the appellant's equitable lien claim began running on the day the last materials were supplied for the construction of an apartment complex, and noting that “an equitable lien arises at the time of the transaction from which it springs”); Haney v. Holmes, 364 So.2d 81, 82 (Fla. 2d DCA 1978) (explaining that if section 95.11(5)(b) were the applicable provision, it would have barred the appellant's claim for foreclosure of an equitable lien where the complaint alleged that the last work on the real property was performed on or about February 27, 1975, and the complaint was filed on September 3, 1976).

Here, Jax claims that its last day on the job was June 20, 2009, while Hancock Bank claims it was May 14, 2010. In either case, section 95.11(5)(b)'s one-year statute of limitations, which runs from the last furnishing of labor, services, or material for the improvement of real property, had long expired by the time Jax initially filed its complaint in December 2011. Therefore, the trial court correctly determined that regardless of whether Jax's last day of work on the project was on June 20, 2009, as Jax argued, or on May 14, 2010, as Hancock Bank contended, Jax filed its December 29, 2011, lawsuit too late as it did not bring suit within the one-year period provided by section 95.11(5)(b). As such, like the trial court, we reject Jax's argument that the statute of limitations period ran from when Hancock Bank initiated foreclosure proceedings.

Construction of Section 713.3471

Turning now to Jax's second argument, Jax contends that the trial court misapplied section 713.3471, Florida Statutes, to preclude common law relief under the facts of this case. Hancock Bank, on the other hand, argues that the trial court correctly applied section 713.3471 to preclude Jax's common law claims of equitable lien and unjust enrichment because the statute expressly precludes such claims and is so repugnant to the existence of common law remedies that the two cannot coexist. However, both parties agree that this is an issue of first impression for a Florida appellate court. For the reasons that follow, we agree with Hancock Bank.

Section 713.3471, Florida Statutes (2011), was enacted in 1992, is part of the Construction Lien Law, and is...