Friedman v. Heart Inst. of Port St. Lucie, Inc.

• Decision Date: 25 September 2003
• Docket Number: No. SC02-502.,SC02-502.
• Citation: Friedman v. Heart Inst. of Port St. Lucie, Inc., 863 So.2d 189 (Fla. 2003)
• Parties: Kenneth FRIEDMAN, M.D., Petitioner, v. HEART INSTITUTE OF PORT ST. LUCIE, INC., Respondent.
• Court: Florida Supreme Court

863 So.2d 189

Kenneth FRIEDMAN, M.D., Petitioner, v.HEART INSTITUTE OF PORT ST. LUCIE, INC., Respondent.

No. SC02-502.

Supreme Court of Florida.

September 25, 2003.

Robert W. Wilkins of Berrocal and Wilkins, Jupiter, FL; David B.B. Helfrey and Philip C. Graham of Helfrey, Simon & Jones, PC., St. Louis, MO; and Roy L. Morris, Arlington, VA, for Petitioner.

Andrew C. Hall, Adam Lamb, and Michael L. Cotzen, and Doron Weiss of Hall, David and Joseph, P.A., Miami, FL; and Stephen Navaretta of Navaretta and Navaretta, P.A., Port St. Lucie, FL, for Respondents.

LEWIS, J.

We have for review Friedman v. Heart Institute of Port St. Lucie, Inc.,806 So.2d 625(Fla. 4th DCA2002), which expressly and directly conflicts with the decision in Rosen v. Zoberg,680 So.2d 1050(Fla. 3d DCA1996).Jurisdiction is proper under article V, section 3(b)(3) of the Florida Constitution.As explained herein, we approve the decision below and disapprove that portion of the Rosen decision which conflicts with concepts set forth herein.

Facts and Procedural History

Petitioner Friedman, a physician, was employed by the respondent medical corporation until his termination by the corporation on January 11, 2000.Subsequently, the corporation filed an action alleging that Friedman was in violation of his employment agreement with the medical group.Specifically, the corporation contended that the doctor had opened a competitive practice within fifty miles of his former employer, breaching his agreement not to compete with the Heart Institute.In accordance with the parties' contract, the medical corporation sought injunctive relief to prohibit Friedman from competing within a fifty mile radius of a described intersection or, in the alternative, liquidated damages in the amount of $300,000.

Subsequently, the medical corporation was permitted to amend its complaint to include an additional count asserting violation of Chapter 726 of the Florida Statutes, the Florida Uniform Fraudulent Transfer Act(hereinafter "FUFTA").The corporation alleged that Friedman had fraudulently transferred the proceeds from the sale of his home, over $400,000, to his fiancee, Christie LeMieux, in an effort to divest himself of assets.LeMieux was added as a party to the civil action.Friedman then moved to stay the fraudulent transfer claim and its concomitant discovery until after the medical corporation obtained a judgment on the underlying claim for damages resulting from breach of contract.The trial court denied the stay, and Friedman petitioned the Fourth District Court of Appeal for certiorari review of the trial court's order.

The Fourth District denied the petition, stating succinctly:

In order to proceed under the Fraudulent Transfer Act it is not necessary that the creditor have a judgment.A "creditor" under the act is a "person who has a claim."A "claim" on which a creditor can proceed can be "unliquidated,... contingent, ... unmatured."The physician recognizes that it is unnecessary for the hospital to have a judgment in order to seek relief against the transferee, but argues that the claim should be stayed....

In section 726.108the Act authorizes the court to grant a creditor broad relief against the transferee of a fraudulent transfer, including an injunction against further disposition of the asset or the appointment of a receiver to take charge of the asset.A stay of the fraudulent transfer proceedings would preclude the trial court from granting relief under section 726.108 pending the outcome of the claim for damages.We therefore conclude that the trial court did not abuse its discretion in denying the stay and deny certiorari.

Friedman,806 So.2d at 626-27(citations omitted).On November 18, 2002, this Court granted review of the Fourth District's decision.SeeFriedman v. Heart Inst. of Port St. Lucie, Inc.,832 So.2d 104, 104(Fla.2002)(table).

Analysis

The applicable statutory provisions in this area of the law are exceedingly clear.A "creditor" who possesses a "claim" may seek a number of remedies to prevent the fraudulent transfer of assets.Among the remedies are avoidance of the transfer, attachment, an injunction, appointment of a receiver, and "any other relief the circumstances may require."§ 726.108(1)(b), Fla. Stat.(2002).A transfer is fraudulent if made "without receiving a reasonably equivalent value in exchange for the transfer or obligation and the debtor was insolvent at that time or the debtor became insolvent as a result of the transfer or obligation."§ 726.106(1), Fla. Stat.(2002).

To utilize the protections of chapter 726, however, a plaintiff must show that he or she has a "claim" which qualifies the party as a "creditor."See§ 726.102(4), Fla. Stat.(2002).As defined in section 726.102, a "claim" is broadly constructed and "means a right to payment, whether or not the right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured, or unsecured."§ 726.102(3), Fla. Stat.(2002).Thus, as is universally accepted, as well as settled in Florida, "A `claim' under the Act may be maintained even though `contingent' and not yet reduced to judgment."Cook v. Pompano Shopper, Inc.,582 So.2d 37, 40(Fla. 4th DCA1991);see alsoMoney v. Powell,139 So.2d 702, 703(Fla. 2d DCA1962)("In this state contingent creditors and tort claimants are as fully protected against fraudulent transfers as holders of absolute claims.").

Two of Florida's district courts of appeal have addressed the issue of whether dependent claims under FUFTA should be stayed pending resolution of underlying substantive claims.In Rosen,the plaintiff filed an action against her attorney for damages in connection with the "churning" of legal files and accompanying overbilling and emotional distress.SeeRosen,680 So.2d at 1051.After the attorney's insurance carrier had previously been placed in receivership, Rosen filed an action alleging that the defendant had violated FUFTA by transferring or placing liens on his assets in favor of relatives or entities under his control.Seeid.The trial court refused to stay the FUFTA claim pending the resolution of the overbilling, or "Rosen I," claims.Seeid.

On appeal, the Third District reversed and remanded, stating:

[W]e hold that the trial court abused its discretion in denying Rosen's motions to stayRosen II.The record demonstrates that resolution of Rosen I is dispositive of Rosen II.If Rosen does not prevail in Rosen I,she is not a creditor, and there is no basis for setting aside the transactions attacked in Rosen II.A stay is the proper vehicle to avoid a waste of judicial resources.On remand, the court shall enter an order staying this action pending resolution of Rosen I.

Id. at 1052(citations omitted).Thus, under Rosen, it is an abuse of discretion if a trial judge fails to stay a dependent FUFTA claim pending resolution of underlying substantive claims, and a FUFTA claimant cannot proceed as a "creditor" if he or she does not already possess a judgment.

In the decision below, the court reached an entirely opposite conclusion.As noted, the district court here determined that "[a] stay of the fraudulent transfer proceedings would preclude the trial court from granting relief under section 726.108 pending the outcome of the claim for damages."Friedman,806 So.2d at 627.Therefore, the lower appellate court determined that the trial court did not abuse its discretion in denying the stay, and denied certiorari.Seeid.Under the Fourth District's decision, the progression of a dependent FUFTA claim is not always stayed as a matter of course, because the statute automatically endows plaintiffs under the Act with "creditor" status.This status allows FUFTA claimants to effect the progression of their cases to judgment at the same time their substantive underlying claims are also being litigated and resolved.

The petitioner's arguments in favor of the validity of Rosen fail in the face of the clarity of chapter 726 and the well-settled principle that "[a]`claim' under the Act may be maintained even though `contingent' and not yet reduced to judgment."Cook,582 So.2d at 40;see alsoInvo Florida, Inc. v. Somerset Venturer, Inc.,751 So.2d 1263(Fla. 3d DCA2000);Money,139 So.2d at 703.Indeed, if automatically staying discovery and progression of FUFTA claims was standard and a failure to do so an abuse of discretion, the goal of protecting creditors from wrongful asset transfers would likely be nearly entirely frustrated.Therefore, we disapprove the Third District's conclusion that a claimant which does not possess a judgment "is not a creditor,"Rosen,680 So.2d at 1052, and would not be entitled to proceed under the applicable statutory provisions as to putatively fraudulent transactions.As noted by the court below, under section 726.102(3) and (4), a creditor is merely a person who "has a claim," and a "claim" may be "unliquidated, ... contingent, [or] unmatured."Friedman,806 So.2d at 626(quoting§ 726.102(3)-(4), Fla. Stat.(2002)).Thus, a creditor such as the medical group in the instant case may seek the benefits under FUFTA, and any motion to staythe chapter 726 claim would be properly addressed to the sound discretion of the trial court.

While the instant action does not present any cognizable constitutional questions for resolution by this Court, and we do not today consider any constitutional issues, reference to our decision in Rasmussen v. South Florida Blood Service, Inc.,500 So.2d 533(Fla.1987), certainly guides our consideration of any privacy concerns corollary to this cause.In Rasmussen,the plaintiff sought discovery of various blood donation records from the South Florida Blood Service, in an attempt to ascertain the source of his AIDS infection.Seeid. at 534.Justice Barkett, writing for the majority, offered the following observations and...