Bd. of Trs. of the Internal Improvement Trust Fund v. Am. Educ. Enters., LLC

• Decision Date: 27 September 2012
• Docket Number: No. SC10–2251.,SC10–2251.
• Citation: 99 So.3d 450
• Parties: BOARD OF TRUSTEES OF the INTERNAL IMPROVEMENT TRUST FUND, Petitioner, v. AMERICAN EDUCATIONAL ENTERPRISES, LLC, Respondent.
• Court: Florida Supreme Court

99 So.3d 450

BOARD OF TRUSTEES OF the INTERNAL IMPROVEMENT TRUST FUND, Petitioner,

v.AMERICAN EDUCATIONAL ENTERPRISES, LLC, Respondent.

No. SC10–2251.

Supreme Court of Florida.

Sept. 27, 2012.

Paul Morris of the Law Offices of Paul Morris, P.A., Miami, FL, and Richard Alan Alayon of Alayon & Associates, P.A., Coral Gables, FL, for Petitioner.

Elio F. Martinez, Jr., Barbara Viniegra and Scott Allen Burr of Concepcion, Martinez & Bellido, Coral Gables, FL, for Respondent.

LEWIS, J.

The Board of Trustees of the Internal Improvement Trust Fund seeks review of the decision of the Third District Court of Appeal in American Educational Enterprises, LLC v. Board of Trustees of the Internal Improvement Trust Fund, 45 So.3d 941 (Fla. 3d DCA 2010)( AEE ), on the basis that it expressly and directly conflicts with decisions of this Court and other district courts of appeal with regard to the proper standard for common law certiorari relief. We have jurisdiction. Seeart. V, § 3(b)(3), Fla. Const.

FACTS

The Board of Trustees of the Internal Improvement Trust Fund (the Board) is the Florida entity responsible for the disposition of state-owned property. See§ 253.03, Fla. Stat. (2011).¹ American Educational Enterprises, LLC (American) is the assignee of Florida National College's (FNC) right, title, and interest to and under a contract for the sale and purchase of state-owned property. This dispute arises from a discovery ruling in litigation concerning the purchase by American of certain state-owned real property from the Board.

In 1994, the State of Florida purchased the property at issue for $3,750,000 for use by the Department of Corrections. The property consisted of two lots with a building on one that was referred to as Glenbeigh Hospital, a treatment facility for substance abuse offenders. On April 18, 2001, the Board sent a bidding package to prospective purchasers, including FNC, regarding the sale of the property. Each bidding package disclosed that the property was being sold “as is” and at a minimum price of $3,750,000. In addition to the minimum price, the bidding package included information as to the tax-assessed value of the property ($4,642,063), its need for repairs, the buyer's responsibility for financing, that a site inspection would be arranged upon request, and that a buyer “should independently verify all facts related to th[e] property.” On April 23, 2001, FNC submitted a bid of $4,025,000 as well as an earnest money deposit of $402,500. The Board accepted the bid and deposit from FNC, and the parties executed a purchase and sale contract for the amount of the bid.

To complete the purchase of the property, FNC sought financing from Citibank, which obtained an appraisal of the property. The appraisal obtained by Citibank concluded that the market value of the property was only $2,850,000. FNC also received a 1999 appraisal of the property that valued it at $3,275,000. The Board had not included the 1999 appraisal in the bidding package. FNC requested that the contract be modified to reflect the lower appraisal value as the purchase price. The Board declined to renegotiate and stated that FNC would forfeit its earnest money deposit if it did not close on the property. On June 30, 2001, FNC closed on the sale of the property.

Thereafter, FNC assigned its rights under the contract to American. American, in turn, filed an action against the Board, claiming negligent misrepresentation, fraud in the inducement, unjust enrichment, and reformation of the contract. The Board filed an answer, asserted twenty-two affirmative defenses and a counterclaim for fraud in the inducement, and demanded attorneys' fees. The Board contended that FNC misrepresented its position after the Board refused to reduce the purchase price prior to closing.

During discovery, the Board obtained financial documents that FNC had submitted to Citibank to obtain financing for the property. The documents covered the years 1998–2004, and specifically included FNC's independent auditor's reports, balance sheets, income statements, statements of cash flow, tax returns, and underlying information for its 2001 through 2008 budgets, in addition to American's balance sheets, income statements, statements of cash flow, and tax returns. The Board and American entered into a Stipulated Confidentiality Agreement (the Agreement) that governed this information. The trial court approved the Agreement which was not limited to any specific time frame. The Agreement provided, in relevant part, that the financial information disclosed to the Board and provided by Citibank would be treated as confidential.

Relevant to this case, in March 2009, the Board propounded to American a request for the production of documents (the Request) seeking, in pertinent part, the following items:

1. FNC's independent auditor's reports for 2005–2007;

2. FNC's balance sheets, income statements and statements of cash flow for 2006 and 2007;

3. FNC's federal tax returns for 2005–2007;

4. Budgets prepared by FNC for 2001–2008;

5. American's balance sheets, income statements, and statements of cash flows for 2006 and 2007;

6. American's tax returns for 2001, 2002, and 2005–2007; and

7. All financial reports filed with the Department of Education for Title IV programs.

American objected to the request as overbroad, unduly burdensome, irrelevant to the asserted claims, and not reasonably calculated to lead to admissible evidence. The Board, in turn, moved to compel American to provide the requested documents. Along with its motion, the Board provided an affidavit from an expert appraiser who opined that the requested information was necessary to defend the claims of economic damages asserted by American. American, in response, contended that the request violated its privacy rights because it was only seeking the difference between the amount paid for the property and its value. Following a hearing, the trial court granted the Board's motion to compel production and ordered American to produce items 1–7 of the Request.

American petitioned the Third District Court of Appeal for a writ of certiorari in which it requested that the court quash the order compelling production. The Third District quashed the order and held that certiorari relief was merited because the order of the trial court compelling production was overbroad. See AEE, 45 So.3d at 946. The Third District specified that three elements caused the order to be overbroad: (1) it compelled disclosure of corporate financial documents that did not fall within the relevant time frame; (2) it required the disclosure of corporate financial documents without regard to the issues involved in the case; and (3) the Board's defense to American's claim to reform the contract did not support discovery of corporate financial documents far removed from the time of the purchase of the property. See id. at 944–46.

The Board petitioned this Court to review the decision below on the basis that the Third District's reliance on overbreadth did not satisfy the standard for certiorari relief and was in express and direct conflict with the decisions of this Court in Allstate Insurance Company v. Boecher, 733 So.2d 993 (Fla.1999) and Martin–Johnson, Inc. v. Savage, 509 So.2d 1097 (Fla.1987), superceded by statute on other grounds,§ 768.72, Fla. Stat. (1989).

ANALYSIS

When determining whether an appellate court has properly invoked its certiorari jurisdiction to review a non-final order, this Court has explained that the following judicial policy informs the analysis:

“[C]ommon law certiorari is an extraordinary remedy and should not be used to circumvent the interlocutory appeal rule which authorizes appeal from only a few types of non-final orders.” Martin–Johnson, Inc. v. Savage, 509 So.2d 1097, 1098 (Fla.1987); see also Belair v. Drew, 770 So.2d 1164, 1166 (Fla.2000); Jaye v. Royal Saxon, Inc., 720 So.2d 214, 214–15 (Fla.1998).... “A non-final order for which no appeal is provided by Rule 9.130 is reviewable by petition for certiorari only in limited circumstances.” Martin–Johnson, Inc., 509 So.2d at 1099;see also Brooks v. Owens, 97 So.2d 693, 695 (Fla.1957).... Limited certiorari review is based upon the rationale that “piecemeal review of nonfinal trial court orders will impede the orderly administration of justice and serve only to delay and harass.” Jaye, 720 So.2d at 215.

Reeves v. Fleetwood Homes of Fla., Inc., 889 So.2d 812, 822 (Fla.2004) (emphasis supplied); see also Custer Med. Ctr. v. United Auto. Ins. Co., 62 So.3d 1086, 1092 (Fla.2010).

Here, we address whether the Third District erroneously granted a petition for a writ of certiorari and quashed a discovery order that compelled the production of financial information on the basis of overbreadth. We conclude that the Third District erred and applied an incorrect standard for certiorari, and we therefore quash the decision below.

The Florida Constitution provides the district courts of appeal with the discretionary jurisdiction to issue, inter alia, writs of certiorari. Seeart. V, § 4(b)(3), Fla. Const. Florida Rule of Appellate Procedure 9.130 authorizes the district courts to consider interlocutory appeals of certain non-final orders in specific circumstances. SeeFla. R.App. P. 9.130(a)(4). A non-final order for which no appeal is provided by rule 9.130 may be reviewable by petition for a writ of certiorari, but only in very limited circumstances. The petitioning party must demonstrate that the contested order constitutes “(1) a departure from the essential requirements of the law, (2) resulting in material injury for the remainder of the case[,] (3) that cannot be corrected on postjudgment appeal.” Reeves, 889 So.2d at 822 (quoting Bd. of Regents v. Snyder, 826 So.2d 382, 387 (Fla. 2d DCA 2002)); see also Williams v. Oken, 62 So.3d 1129, 1132 (Fla.2011); Brooks, 97 So.2d at 695. A finding that the petitioning party has “suffered an irreparable harm that cannot...