George Anderson Training & Consulting, Inc. v. Miller Bey Paralegal & Fin., LLC

• Decision Date: 12 March 2021
• Docket Number: Case No. 2D19-4413
• Parties: GEORGE ANDERSON TRAINING AND CONSULTING, INC., a Florida corporation; and George C Anderson, an individual and intervenor, Appellants, v. MILLER BEY PARALEGAL & FINANCING, LLC, a Florida limited liability company, Appellee.
• Court: Florida District Court of Appeals

313 So.3d 214

GEORGE ANDERSON TRAINING AND CONSULTING, INC., a Florida corporation; and George C Anderson, an individual and intervenor, Appellants,

v.MILLER BEY PARALEGAL & FINANCING, LLC, a Florida limited liability company, Appellee.

Case No. 2D19-4413

District Court of Appeal of Florida, Second District.

Opinion filed March 12, 2021.

Paul H. Bowen of Paul H. Bowen, P.A., Palm Harbor, for Appellants.

Matthew D. Weidner of Weidner Law, P.A., St. Petersburg, for Appellee.

VILLANTI, Judge.

George Anderson Training and Consulting, Inc., and George C Anderson¹ (collectively, "Anderson"), the plaintiffs in a quiet title action below, appeal from an order granting a motion for a directed verdict in favor of defendant Miller Bey Paralegal & Financing, LLC (Miller Bey), following a bench trial. We treat the directed verdict as an involuntary dismissal.² See Thompson v. Fla. Cemeteries, Inc., 866 So. 2d 767, 769 (Fla. 2d DCA 2004) ("[A]lthough the defendants [moved for a directed verdict] and the trial court's order reflected that it was granting a motion for directed verdict, in reality this was a motion for involuntary dismissal pursuant to Florida Rule of Civil Procedure 1.420(b)."); see also Tillman v. Baskin, 260 So. 2d 509, 510 (Fla. 1972) ("In non-jury trials, a motion for directed verdict is tantamount to a motion for involuntary dismissal ...."). Because the deed purporting to transfer title from an intermediate party to Miller Bey is invalid on its face, we must reverse. To provide historical context and frame the issue on appeal, we begin by briefly discussing the relevant factual history.

Facts

In 2001, Mr. Anderson incorporated George Anderson Training and Consulting, Inc. (Anderson Inc.). He designated himself president and gave himself 95% of the company's common stock. He designated Gladys Maria Otero as vice-president, and gave her 5% of the company's common stock. In 2002, Anderson Inc. purchased, via warranty deed, certain real property in Pinellas County (the property).³ On December 21, 2004, unbeknownst to Mr. Anderson, Anderson Inc. allegedly quitclaimed the property to Mr. Anderson. The deed was executed by Ms. Otero as grantor, and she signed the conveyance as president of Anderson Inc. That deed was recorded on the same day. Also on the same day, a quit-claim deed was executed conveying the same property from Mr. Anderson to Ms. Otero. However, this second deed was not recorded until January 7, 2009. Mr. Anderson denied having any knowledge of either of these conveyances until sometime in 2009, at which time he filed a quiet title action against Ms. Otero and filed a lis pendens. He asserted that Ms. Otero was not, in fact, the president of Anderson Inc. and did not have any authority to convey the property, and that the signature on the deed conveying the property from himself as grantor to Ms. Otero was a forgery.

In 2010, Ms. Otero filed for bankruptcy. Anderson promptly filed a claim in the bankruptcy court. Then, on September 11, 2015—while Ms. Otero's bankruptcy case was still pending and before the Trustee had acted on Anderson's claim and unbeknownst to the Trustee or Anderson—Ms. Otero conveyed the property to Miller Bey via special warranty deed. Upon discovering this, Anderson filed a quiet title action against Miller Bey on June 3, 2016.⁴ On February 6, 2019, the Trustee assigned the bankruptcy estate's interest in the property to Anderson. Apparently, the Trustee was never apprised of the prior conveyance of the property from Ms. Otero to Miller Bey. During the course of the proceedings in the Miller Bey quiet-title lawsuit, Anderson filed a motion for summary judgment. However, there is no indication in our record that the motion was ever considered or heard. Instead, the matter went directly to a bench trial. At the close of the plaintiffs' evidence, Miller Bey moved for a directed verdict, which the trial court orally granted. Shortly thereafter, the trial court entered an order stating, "This court finds that the Plaintiff failed to present evidence sufficient to meet its evidentiary burdens" and that "record title to the property ... remains vested in Defendant Miller Bey ... free of any and all claims of Plaintiff." The order contains no findings of fact or discussion of law in support of this conclusion.

Analysis

As indicated above, we treat the order granting the motion for a directed verdict as an order granting a motion for involuntary dismissal and review it as an adjudication of the merits. See Fla. R. Civ. P. 1.420(b) ("Unless the court in its order for dismissal otherwise specifies, a dismissal under this subdivision ... operates as an adjudication on the merits."). In any case, the same law is applicable to both. See Thompson, 866 So. 2d at 769 ; Deutsche Bank Nat'l Tr. Co. v. Clarke, 87 So. 3d 58, 60 n.1 (Fla. 4th DCA 2012).

[W]here plaintiff has presented a prima facie case based on unimpeached evidence ... the trial judge should not grant the motion even though he is the trier of the facts and may not himself feel at that point in the trial that the plaintiff has sustained his burden of proof. [In that] situation the trial judge should ... decline to render any judgment until the close of all the evidence[ ] and deny the motion. If, after denial of the motion, the defendant declines to present any evidence, the judge must, of course, then exercise his own judgment in applying the law to the facts presented and rule on the motion and decide the case.

Tillman, 260 So. 2d at 511 (quoting Rogge v. Weaver, 368 P.2d 810, 813 (Alaska 1962) ).

In making the motion, the movant admits the truth of all facts in evidence and every reasonable conclusion or inference based thereon favorable to the non-moving party. Where the plaintiff has presented a prima facie case and different conclusions or inferences can be drawn from the evidence, the trial judge should not grant a motion for involuntary dismissal.

Day v. Amini, 550 So. 2d 169, 171 (Fla. 2d DCA 1989) (citations omitted). We review a final judgment entered following the grant of a motion for involuntary dismissal at the close of the plaintiff's case de novo. Luciani v. Nealon, 181 So. 3d 1200, 1202 (Fla. 5th DCA 2015).

To state a claim to quiet title, a plaintiff must allege that he or she has title to the subject property, that there is a cloud on the title, and that the defendant's claim to the title is invalid. Stark v. Frayer, 67 So. 2d 237, 239 (Fla. 1953) ; Woodruff v. Taylor, 118 So. 2d 822, 822 (Fla. 2d DCA 1960). In this case, there is no dispute as to the validity of the original deed obtained by Anderson Inc. in 2002, but there is considerable evidence that all of the conveyances after that point were invalid or fraudulent. Although several conveyances of the same property came into play during the course of events in this case, we need only address three of them. We first consider the two deeds that were executed in 2004; we then turn to the 2015 deed which is the subject of the underlying action.

I. The 2004 Deeds.

First, we consider the two deeds that were executed on December 21, 2004. The first of these is a quit-claim deed from Anderson Inc. to Mr. Anderson, signed by Ms. Otero as president of Anderson Inc. (the corporate deed). Anderson argued, as he does on appeal, that Ms. Otero was not president of Anderson Inc. and that she had no authority to convey the property.⁵ On appeal, Miller Bey argues that the corporate deed was valid on its face under section 692.01, Florida Statutes (2015). This is not true. Section 689.01(1) requires any conveyance of real property to be signed in the presence of two subscribing witnesses by a person authorized to sign on behalf of the corporation. Mr. Anderson testified that Ms. Otero did not have such authorization. Importantly, Mr. Anderson's testimony was unrebutted. As Miller Bey partially argues, section 692.01 provides that a corporation may convey an interest in real property that is signed by the president, vice president, or chief executive officer, and that "an instrument so executed is valid whether or not the officer signing for the corporation was authorized to do so by the board of directors." § 692.01. But Miller Bey overlooks the fact that this is true only if the instrument is "sealed with the common or corporate seal." Id. (emphasis added). The deed in question was not sealed; therefore, Ms. Otero—regardless of her position as president or vice president could not sign the deed as grantor without corporate authorization.

See § 689.01(1). Accordingly, the deed transferring the property from Anderson Inc. to Mr. Anderson was not valid on its face.⁶

The second deed executed on December 21, 2004 (but not recorded until 2009), purported to convey the property from Mr. Anderson to Ms. Otero. Assuming for the sake of argument that the corporate deed validly transferred the property from Anderson Inc. to Mr. Anderson, ownership of the property at that instant vested solely in Mr. Anderson. If this is true, then only Mr. Anderson in his individual capacity could subsequently convey the property to another person or entity.

The burden of proof that a purported signature on a deed has been forged is by a preponderance or greater weight of the evidence. Pate v. Mellen, 237 So. 2d 266, 268 (Fla. 1st DCA 1970). This is to be distinguished from the burden of proof necessary to resolve issues of fraud, which is by clear and convincing evidence. Id. The testimony of a purported grantor that his or her alleged signature on a deed is a forgery and was placed there without his or her knowledge or consent is sufficient to meet this burden and to place the issue before the finder of fact. See Sec. Tr. Co. v. Calafonas, 68 So. 2d 562, 563-64 (Fla. 1953). In this case, Mr. Anderson testified that he did not execute the deed conveying the property to Ms. Otero, that his signature was forged, that he was not in the State of Florida when the purported deed was allegedly...