Crawley-Kitzman v. Hernandez

• Decision Date: 23 June 2021
• Docket Number: No. 3D20-420,3D20-420
• Citation: 324 So.3d 968
• Parties: Robin CRAWLEY-KITZMAN, Appellant, v. Ignacio HERNANDEZ, et al., Appellees.
• Court: Florida District Court of Appeals

324 So.3d 968

Robin CRAWLEY-KITZMAN, Appellant,

v.Ignacio HERNANDEZ, et al., Appellees.

No. 3D20-420

District Court of Appeal of Florida, Third District.

Opinion filed June 23, 2021

Ainsworth + Clancy, PLLC, and Ryan M. Clancy, for appellant.

Valdes Law Firm, P.A., and Natalie F. Guerra-Valdes (Fort Lauderdale), for appellees.

Before SCALES, HENDON, and LOBREE, JJ.

HENDON, J.

Robin Crawley-Kitzman ("Appellant"), appeals from an order granting 33^rd Avenue Investments, LLC k/n/a 33^rd Management, LLC ("33^rd Management"), Jaime Rodriguez ("Rodriguez"), and Mirna Carolina Rivas ("Rivas") (collectively "Appellees") motion to dismiss with prejudice counts I, II, III, VI, IX, and X of the Appellant's second amended complaint and striking the Appellant's demand for a constructive trust. We affirm.

Ignacio Hernandez ("Hernandez") is the owner of Solid Builders, Inc. ("Solid Builders"). The Appellant was an employee of Solid Builders and Hernandez agreed to pay her $50,000.00 per year for her employment, plus an end-of-year bonus. When it became clear that Solid Builders would not be paying her bonus, Appellant and Hernandez orally agreed that she should receive a 26% equitable interest in the sale proceeds of a residential investment property (the "Property") owned by 33^rd Management in lieu of her bonus. At the time of the Agreement, Hernandez allegedly made statements and representations holding himself out to be the 100% owner and/or majority stakeholder in 33^rd Management. Hernandez promised the Appellant that, when and if that property sold, the Appellant would receive 26% of the sale price. 33^rd Management was managed by Hernandez's sister, Yaira Hernandez ("Yaira").

On January 14, 2017, Appellant and Hernandez executed a written agreement labeled as a promissory note (the "Agreement") that memorialized their understanding of the oral agreement between them which provides, in relevant part:

1. Payments under this Agreement shall be as follows:

(a) 26% of [Hernandez's] portion in the property 11430 SW 51st Street, Miami, FL 33165, which is owned by 33rd Avenue Investments, LLC a Miami Corporation.

(b) The Minimum Sale Amount is $365,000 as agreed by [Hernandez] and [Appellant]

(c) [Hernandez's] current ownership is 48% which will go down to 22%

(d) The entire balance of this Agreement thereof and all other sums payable hereunder shall be due and payable, in full, within 24 hours of the closing date of the sale of this property , (the "Maturity Date").

....

4. Payment of this Agreement is secured by a Mortgage and Security Agreement ... from [Hernandez] to [Appellant] dated the same date as this Notice. ... [Hernandez] does hereby mortgage, grant and convey to [Appellant], its successors and assigns, in fee simple, all that certain tract of land of which the Borrower and [Hernandez] is now the legal owner, and in actual possession ....^[1]

At some point, 33^rd Management sold the property for a figure less than what Hernandez promised in the Agreement. Hernandez did not convey 26% of the proceeds to the Appellant. Further, it turns out that Hernandez did not have any ownership interest in the property at the time he signed the Agreement with the Appellant because he had previously conveyed all of his 48% interest in 33^rd Management to his sister, Yaira via an "Assignment of Limited Liability Company Interest" ("Assignment"). On July 18, 2018, 33^rd Management entered into a contract to sell the subject property to Rodriguez and Rivas for $240,000, significantly less than the $365,000 market price and the agreed price in the Agreement.

In February 2019, the Appellant filed a complaint against 33^rd Management, Rodriguez² , Rivas³ , Ignacio Hernandez, and Yaira (collectively, "Defendants"),⁴ in which the Appellant alleged that she has a 26% vested ownership or profit interest in the Property. The Appellant alleged in her complaint that Yaira knew that any property owned by 33^rd Management was really in trust for the benefit of the various investors, and the Defendants had no intention of honoring the Agreement between Hernandez and the Appellant, as evidenced by their act of concealing the Assignment from her. The Appellant further alleged that all the Defendants concealed the sale and the Assignment from her to "fraudulently induce Appellant out of her bonus on poorly founded technicalities." The Appellant did not receive any of the sale funds.

Based on these allegations, the Appellant asserted the following counts. In counts I and II of the Amended Complaint, the Appellant sought 1) a declaration that 33rd Management is actually a façade used to defraud the Appellant; 2) a declaratory judgment finding that 33rd Management is jointly and severally liable for the Agreement as well as liable for pre- and post-judgment costs, interest, and attorney's fees; 3) a declaration that Hernandez, Yaira, and 33rd Management are jointly and severally liable for all debts related to Appellant's dealings with Hernandez, Yaira, and 33^rd Management, including those under the Agreement. In count III, the Appellant sought an equitable lien on the property against all Defendants, or, in the alternative, a lien against the funds paid to 33^rd Management. Count VI asserted relief for unjust enrichment against all Defendants. In count IX, the Appellant claimed Rodriguez and Rivas tortiously interfered with the Agreement, and knowingly formed a seller-financed arrangement in order to sell the property for below market value and to avoid paying any of the sale price to the Appellant. In count X, Appellant alleged a claim for civil conspiracy against all Defendants, claiming that Hernandez and Yaira, on behalf of themselves and through 33^rd Management, induced Rodriguez and Rivas to buy the house at the reduced value without notifying the Appellant.⁵ In addition to these counts, the Appellant also demanded formation of a constructive trust.

The Appellees filed a motion to dismiss counts I, II, III, VI, IX and X of Appellant's second amended complaint for failure to state causes of action, and moved to strike Appellant's demand for a constructive trust because the Appellant had no ownership rights in the property ("Motion to Dismiss"). After considering the record and pleadings, the trial court entered an order granting the Appellees’ motion to dismiss with prejudice counts I, II, III, VI, IX, and X of the Appellant's second amended complaint as they pertained to the Appellees, and struck the Appellant's demand for a constructive trust. The Appellant filed a motion for reconsideration, which the trial court denied. This appeal followed.

"In reviewing an appeal from the dismissal of a complaint as failing to state a cause of action against any defendant, the allegations of the complaint are assumed to be true and all reasonable inferences indulged in favor of the plaintiff." Drew v. Knowles, 511 So. 2d 393, 395 (Fla. 2d DCA 1987). "Whether a complaint is sufficient to state a cause of action is an issue of law. Consequently, the ruling on a motion to dismiss for failure to state a cause of action is subject to de novo standard of review." Kond v. Mudryk, 769 So. 2d 1073, 1076 (Fla. 4th DCA 2000) (quoting W.R. Townsend Contracting, Inc. v. Jensen Civil Constr., Inc., 728 So. 2d 297, 300 (Fla. 1st DCA 1999) ); Papunen v. Bay Nat'l Title Co., 271 So. 3d 1108, 1111 (Fla. 3d DCA 2019).

Declaratory Relief

We first address whether the trial court correctly dismissed the two counts for declaratory relief, and conclude that dismissal was proper. "[T]he purpose of a declaratory judgment is to afford parties relief from insecurity and uncertainty with respect to rights, status, and other equitable or legal relations." People's Tr. Ins. Co. v. Franco, 305 So. 3d 579, 582 (Fla. 3d DCA 2020) (quoting Santa Rosa Cnty. v. Admin. Comm'n, Div. of Admin. Hearings, 661 So. 2d 1190, 1192 (Fla.1995) ). "A motion to dismiss a complaint for declaratory judgment is not a motion on the merits. Rather, it is a motion only to determine whether the plaintiff is entitled to a declaration of rights, not to whether it is entitled to a declaration in its favor." Romo v. Amedex Ins. Co., 930 So. 2d 643, 648 (Fla. 3d DCA 2006).

To survive a motion to dismiss, a complaint for declaratory relief must show:

[ (1) ] [T]here is a bona fide, actual, present practical need for the declaration; [ (2) ] that the declaration should deal with a present, ascertained or ascertainable state of facts or present controversy as to a state of facts; [ (3) ] that some immunity, power, privilege or right of the complaining party is dependent upon the facts or the law applicable to the facts; [ (4) ] that there is some person or persons who have, or reasonably may have an actual, present, adverse and antagonistic interest in the subject matter, either in fact or law; [ (5) ] that the antagonistic and adverse interest[s] are all before the court by proper process or class representation and [ (6) ] that the relief sought is not merely giving of legal advice by the courts or the answer to questions propounded from curiosity. These elements are necessary in order to maintain the status of the proceeding as being judicial in nature and therefore within the constitutional powers of the courts.

Franco, 305 So. 3d at 583 (quoting Coal. for Adequacy & Fairness in Sch. Funding v. Chiles, 680 So. 2d 400, 404 (Fla. 1996) (quoting Santa Rosa Cnty., 661 So. 2d at 1192-93 (quoting Martinez [v. Scanlan], 582 So. 2d [1167] at 1170 [(Fla. 1991)] )); Romo, 930 So. 2d at 648 (same); Floyd v. Guardian Life Ins. Co., 415 So. 2d 103, 104 (Fla. 3d DCA 1982) ("A complaint seeking declaratory relief must allege ultimate facts showing a bona fide adverse interest between the parties concerning a power, privilege, immunity or right of the plaintiff; the plaintiff's doubt about the existence or non-existence of his rights or privileges; that he is entitled to have the doubt removed."); § 86.011, Fla. Stat. (2020)⁶ ; see also 19 Fla. Jur. 2d ...