Acadia Partners, LP v. Tompkins, 5D98-2738.
| Decision Date | 26 May 2000 |
| Docket Number | No. 5D98-2738.,5D98-2738. |
| Citation | 759 So.2d 732 |
| Parties | ACADIA PARTNERS, L.P., Appellant/Cross-Appellee, v. Thomas N. TOMPKINS, et al., Appellees/Cross-Appellants. |
| Court | Florida District Court of Appeals |
Stuart H. Singer, Richard Brener, Rima Y. Mullins of Kirkpatrick & Lockhart, L.L.P., Miami, and Patricia A. Dean, John C. Massaro, Nicholas I. Porritt of Arnold & Porter, Washington, D.C., for Appellant/Cross-Appellee.
Peter Q. Bassett, Rebecca M. Lamberth, and H. Douglas Hinson of Alston & Bird, L.L.P., Atlanta, and Marcia K. Lippincott of Marcia K. Lippincott, P.A., Lake Mary, for Appellee/Cross Appellant, Thomas N. Tompkins.
John Edwin Fisher, Chris Ballentine, and Jamie B. Moses of Fisher, Rushmer, Werrenrath, Dickson, Talley & Dunlap, P.A., for Appellee/Cross-Appellant, Marcia K. Tompkins.
ON MOTION FOR REHEARING
Cross-appellant Thomas N. Tompkins' motion for rehearing is denied. However, we withdraw our previous opinion issued March 31, 2000, and substitute the following opinion in order to correct typographical errors therein.
Acadia Partners, L.P., sued Thomas and Marcia Tompkins in tort in an effort to recover $30 million which a jury had awarded Acadia in its prior breach of contract suit against Tompkins Investment Group Incorporated (TIGI). In this action, Acadia sought to pierce TIGI's corporate veil and to impose liability for TIGI's breach of contract against the Tompkinses personally. The jury found in favor of Acadia, and the trial court entered final judgment in accordance with the jury's verdict. Acadia appeals, arguing that the trial court erred in crediting pretrial settlements against the judgment and in calculating the rate of interest on the judgment. The Tompkinses cross-appeal, arguing that the trial court erred in denying Ms. Tompkins' motion for new trial and in denying the Tompkinses' motion to determine the value of certain stock. We affirm the trial court's judgment in all respects.
A description of the historical background of this case is necessary in order to understand the issues raised on appeal.1 TIGI was a Delaware corporation formed by the Tompkinses. TIGI's primary business was constructing residential buildings in Florida. Acadia is a limited partnership composed of financial institutions including American Express, John Hancock, Xerox Credit, Equitable Life Insurance Co., Mitsubishi, Bankque of Paribas, Wells Fargo, and Shearson Lehman. In 1987 and 1988, through a series of loan transactions, TIGI borrowed a total of $35 million from Acadia. In late 1989, TIGI ceased making payments due under the terms of the loan agreements.
After TIGI's default, the parties' attorneys tried to restructure the loans. When these efforts failed, Acadia filed a breach of contract action against TIGI, Case No. CI 91-319 (Case 319), and a tort action against the Tompkinses individually, Case No. CI 97-320 (Case 320). In Case 319 Acadia sought to recover for TIGI's alleged breach of the parties' credit agreements. TIGI counterclaimed alleging breach of an interim agreement between the parties. Case 320 was held in abeyance pending disposition of Case 319.
Case 319 eventually went to trial. The jury awarded Acadia $48,785,500, which amount included the $35 million in unpaid principal plus prejudgment interest, and also returned a verdict in favor of TIGI on its counterclaim in the amount of $18,785,500. Thus, the net result in Case 319 was a $30,000,000 verdict in favor of Acadia.2 The trial court entered judgment in accordance with the jury's verdict and appointed a receiver to manage TIGI.
After final judgment was entered in Case 319, Acadia amended its complaint in Case 320 by adding a claim seeking to pierce TIGI's corporate veil so that it could recover the damages sustained by Acadia as a result of TIGI's breach of contract from the Tompkinses personally. The complaint named as defendants Mr. Tompkins, chairman of the board of directors and chief executive officer of TIGI, and Ms. Tompkins, vice-chairman of the board of directors of TIGI. Acadia sought damages against the Tompkinses based on theories of fraud, fraudulent transfer of the loan funds, statutory claims, tortious interference with contract, negligence, and negligent misrepresentation. The complaint also named additional defendants including TIGI's accountant, Arthur E. Lipson, and TIGI's general counsel, Foley & Lardner (Foley). Acadia alleged that Mr. Lipson and Foley had conspired to devise a plan pursuant to which Mr. and Ms. Tompkins could obtain capital from Acadia for their other real estate businesses as well as their personal use while keeping their true financial condition concealed. Additionally, the complaint alleged that Mr. Lipson and Foley had knowingly made false representations of material facts which fraudulently induced Acadia (1) to enter into credit agreements; (2) to lend money to TIGI; and (3) to forbear from enforcing its rights under the agreements and seeking return of its money. The causes of action asserted against Mr. Lipson and Foley included fraud, aiding and abetting fraudulent transfer, conspiracy to defraud, tortious interference with contract, negligent misrepresentation, and breach of fiduciary duty.
Mr. Lipson and Foley settled prior to trial. As a result, the matter proceeded to trial solely against the Tompkinses. Upon review of the evidence, the jury found that Mr. Tompkins had fraudulently transferred $2,683,900 of the funds borrowed from Acadia for his personal use. The jury also found that TIGI's corporate veil should be pierced. In calculating the Case 320 final judgment, the trial court granted setoffs for the amounts received by Acadia as the result of its pretrial settlements. This appeal followed.
Prior to trial in Case 320, Acadia settled its claim against Mr. Lipson and he was dismissed from the case. When the trial court later permitted Acadia to amend its complaint to add a punitive damage claim against Foley and several of the other defendants, Acadia reached a settlement with Foley and the firm was also dismissed from the case.
Acadia had also threatened legal action against First Union National Bank of Florida (First Union) in relation to Case 320. Basically, the theory of that claim was that First Union had agreed with Foley and the Tompkinses to use $6 million of the loan proceeds received from Acadia to pay personal debts the Tompkinses owed First Union. Acadia further claimed that First Union had failed to transfer collateral which had been pledged by the Tompkinses in an agreement with Acadia. However, before any pleading against First Union was filed, First Union executed a settlement and release whereby First Union agreed to pay Acadia $1 million cash, to assign Acadia $3,116,000 in mortgage receivables, and to transfer to Acadia 900,606 shares of Class A TIGI stock.
In calculating the Case 320 final judgment, the trial court determined that section 46.015(2) of the Florida Statutes required that the Tompkinses receive setoffs for the funds Acadia received pursuant to its pretrial settlements because the settlements were for the single loss Acadia suffered as a result of TIGI's default on its loan obligation. Section 46.015(2) of the Florida Statutes (1997), provides in relevant part:
(Emphasis added).
Acadia argues that the setoff provisions of section 46.015(2) apply only if the settling parties could have been found to have been jointly and severally liable with the party requesting setoff. Applying this construction of the statute, Acadia maintains that the Tompkinses were not entitled to receive setoffs in amounts equal to the settlements reached because the settling tortfeasors were not, and could not have been, found jointly and severally liable with the Tompkinses on Acadia's corporate veil piercing claim. More specifically, Acadia argues that under the facts of this case there could have been no finding of joint and several liability between the Tompkinses and the settling tortfeasors because, while Acadia sued the Tompkinses on a theory of piercing the corporate veil, Acadia asserted various other tort theories against Mr. Lipson, Foley and First Union.
Joint and several liability among multiple tortfeasors exists when the tortfeasors, acting in concert or through independent acts, produce a single injury. See Smith v. Department of Ins., 507 So.2d 1080, 1090 (Fla.1987). This principle is set forth in section 875 of the Restatement (Second) of Torts (1979), which provides:
Additionally, section 876 provides further:
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