Alevizos v. JOHN D. MACARTHUR FOUNDATION, 97-3215

• Decision Date: 24 February 1999
• Docket Number: No. 97-3215,97-3215
• Citation: 764 So.2d 8
• Parties: John P. ALEVIZOS, Appellant, v. The JOHN D. AND CATHERINE T. MacARTHUR FOUNDATION, an Illinois not-for-profit corporation, Abacoa Development Company, a Delaware corporation, and F.O.D., Inc., a Florida corporation, Appellees.
• Court: Florida District Court of Appeals

764 So.2d 8

John P. ALEVIZOS, Appellant, v. The JOHN D. AND CATHERINE T. MacARTHUR FOUNDATION, an Illinois not-for-profit corporation, Abacoa Development Company, a Delaware corporation, and F.O.D., Inc., a Florida corporation, Appellees.

No. 97-3215

District Court of Appeal of Florida, Fourth District.

February 24, 1999.

John F. Mariani, and Alexander D. del Russo of Levy, Kneen, Mariani, Curtin, Wiener, Kornfeld & del Russo, P.A., West Palm Beach, for appellant.

D. Culver Smith, III, and Elizabeth D. Stone of Holland & Knight LLP, West Palm Beach, for appellee The John D. and Catherine T. MacArthur Foundation, an Illinois not-for-profit corporation.

Donald R. Bicknell, Jr. of Gary, Dytrych & Ryan, P.A., North Palm Beach, for appellees Abacoa Development Company, a Delaware corporation, and F.O.D., Inc., a Florida corporation.

GROSS, J.

John Alevizos appeals an order granting appellees' motion to dismiss his complaint for failure to state a cause of action. We hold that the complaint failed to state a claim for misappropriation of an idea and for a contract implied in law and affirm.

To rule on a motion to dismiss, a court's gaze is limited to the four corners of the complaint, including the attachments incorporated in it, and all well pleaded allegations are taken as true. See, e.g., Provence v. Palm Beach Taverns, Inc., 676 So.2d 1022 (Fla. 4th DCA 1996)

.

According to the complaint, Alevizos is the chairman and the majority shareholder of Alevizos Group, which administers real estate holding and investment companies. Alevizos has also been involved with professional baseball throughout his adult life. From 1969 through 1974, Alevizos served as the administrative vice president for the Boston Red Sox, a major league team. While with the Red Sox, Alevizos was responsible for designing the spring training complex in Winter Haven, Florida, now used by the Cleveland Indians. The project was financed without resort to the City of Winter Haven. Alevizos' financing plan "involved the ground leasing of private lands for commercial developments that made land donations (from their sale) profitable enough to subsidize most of the construction of the complex." An attachment to the complaint described plans for the Winter Haven complex as involving the "development of 60 acres on the perimeter [of the ballpark] that includes two huge motels, two restaurants and a nine-hole par-3 day-night golf course."

The complaint alleges that commencing in 1989-90, Alevizos began to:

develop the concept of constructing in northern Palm Beach County a residential and commercial development centered around a spring training baseball complex, similar in some respects to the development and funding of the baseball complex in Winter Haven, Florida. [Alevizos] reviewed numerous sites, studied zoning and land use plans, and met with municipal and county officials to determine as well as promote the level of community interest in such a project.

Over the next several years, Alevizos conducted studies for the development of a planned unit development which he called Westbrook. The complaint contends that "[t]he unique feature of Westbrook was the use of a spring training baseball complex as the "anchor" of a planned [unit] development involving community, commercial, residential and recreational uses." In addition to his contacts with public and agency officials, Alevizos negotiated with three major league baseball teams concerning their interest in a spring training complex in Jupiter, Florida.

Alevizos identified a potential site for Westbrook 937 acres owned by appellee MacArthur Foundation—which abutted the Florida Turnpike. Alevizos met with Lee Wheeler, the director of marketing for the MacArthur Foundation. Wheeler told him that the Foundation could not participate in any way in the development of the land. He indicated that the Foundation might be interested in selling the land, but that Alevizos "would have to provide him with significant information and studies on his development plans in order to fulfill [the Foundation's] fiduciary responsibility of insuring that it secured a fair market return for the sale" of the land. Pursuant to this request, Alevizos:

disclosed his Report and its findings to Wheeler and presented him with a copy. This disclosure to Plaintiff was confidential in nature and was not intended for any purpose other than to satisfy the [MacArthur Foundation's] Board that it could secure the fair market return for the sale of the land. The disclosure was a prerequisite set for negotiations to proceed in order to acquire the land.

Although the complaint characterizes Alevizos' report as "extensive," the bulk of it is comprised of newspaper and magazine stories, reports prepared by others, and information generally available from the Palm Beach County Chamber of Commerce. One page summarizes the planned unit development,¹ another page projects revenue from land sales and operating income, and another page is a drawing of a "preliminary conceptual plan" for the development. Along with the report, Alevizos made a written offer to purchase the land.

Alevizos continued negotiating with the MacArthur Foundation. Alevizos met with city representatives "to discuss the concept and to ensure that there would be no municipal objection" to the proposed development. He advised Wheeler that he had received the endorsement of "city, county, and other municipal officials concerning the concept of building a spring training complex in northern Palm Beach County." Ultimately, the MacArthur Foundation indicated that it was unwilling to sell land to Alevizos.

While Alevizos was negotiating with the Foundation, George DeGuardiola was appointed as co-chairperson of a task force created to locate a site for a new baseball stadium in Palm Beach County. According to the complaint, DeGuardiola and the MacArthur Foundation "began discussions on the concept of developing and constructing a planned community built around a Spring Training Complex along the lines proposed by [Alevizos]." The complaint alleges that DeGuardiola and the Foundation established the appellee corporations, F.O.D., Inc., and Abacoa Development Company, and "proceeded to implement and use the essential plans, studies and original ideas" Alevizos had presented to the Foundation.

In June 1993, the Foundation and DeGuardiola publicly announced their tentative plans for the construction of a planned community organized around a baseball stadium in northern Palm Beach County on a 2,000 acre site located less than two miles from the site Alevizos had proposed for Westbrook. In 1995, F.O.D., Inc. submitted an application for development approval of a planned unit development called Abacoa. The town of Jupiter approved the application. In early 1996, F.O.D., Inc. assigned its rights as developer of Abacoa to Abacoa Development Company. The complaint contends that in developing Abacoa, appellees have "used, adopted and implemented [Alevizos'] development plans, concepts, and the Report" without his permission.

Alevizos brought a two count cause of action against appellees, for misappropriation of an idea and for unjust enrichment. The trial court granted the defendants' motion to dismiss the complaint for failure to state a cause of action.

A cause of action for misappropriation of an idea was planted in Florida law by Garrido v. Burger King Corp., 558 So.2d 79 (Fla. 3d DCA 1990). An earlier case, Air Travel Assocs., Inc. v. Eastern Air Lines, Inc., 273 So.2d 3 (Fla. 3d DCA 1973), referenced the cause of action without deciding whether it should apply in Florida. Garrido adopted a body of law developed in New York and in the federal courts. Under these authorities, the essential elements of a cause of action for misappropriation of an idea are: (1) the idea must be novel; (2) the disclosure of the idea must be made in confidence; and (3) the idea must be adopted and made use of by the defendant. See Garrido, 558 So.2d at 83

; Official Airlines Schedule Info. Serv., Inc. v. Eastern Air Lines, Inc., 333 F.2d 672, 673-74 (5th Cir.1964).

Application of the elements of the cause of action requires a court to determine when an idea becomes property such that the idea's originator can assert proprietary rights over it. As explained by one commentator:

Due to the nature of an idea, it cannot be possessed if it is known by others.

For example, if X conceives of an idea, which unknown to her is generally known by scientists, can she possess the idea? X may be able to personally use the idea and even sell it to others who are not aware of it. She may even be able to exert dominion and control over her personal knowledge of the idea by keeping it secret and by disclosing it to others only pursuant to a contract requiring that the idea be kept secret. However, she is powerless to prevent the scientists who are aware of the idea from using it. In fact, those scientists are free to disclose the idea to everyone without X having any ability to prevent such actions. Such an analysis seems to establish that X has the right to use the idea. However, her right to possess and alienate it will depend on the degree to which it is known by others. This analysis explains the development of the often judicially stated requirement that ideas must be "novel" before they are considered property. This requirement can really be viewed as a shorthand statement of whether the particular idea at issue is subject to being possessed by someone in accordance with the bundle of rights definition of property. Hence, an idea that is not novel is in the public domain and can be used freely by anyone. Such an idea is not property, and it is therefore not possible to steal it.

Andrew Beckerman-Rodau, Are Ideas Within the Traditional Definition of Property?: A Jurisprudential Analysis, 47 Ark. L.Rev. 603, 617-18 (1994) (

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