Ioannides v. Romagosa

Citation93 So.3d 431
Decision Date11 July 2012
Docket NumberNo. 4D10–4670.,4D10–4670.
PartiesDr. Tim IOANNIDES and Tim Ioannides, M.D., LLC, Appellants, v. Dr. Richard A. ROMAGOSA, Appellee.
CourtCourt of Appeal of Florida (US)


Larry A. Klein of Holland & Knight LLP, West Palm Beach, and Louis B. Vocelle, Jr. of Vocelle & Berg, LLP, Vero Beach, for appellants.

Daniel B. Rogers, Paul T. Reid, and Alfred J. Saikali of Shook, Hardy & Bacon L.L.P., Miami, and Theodore C. Miloch, II and Carlos A. Zumpano of Infante Zumpano, Coral Gables, for appellee.


Dr. Tim Ioannides appeals a final judgment entered in favor of Dr. Ricardo Romagosa after a jury found him liable for both breach of contract and fraudulent inducement. He argues that the trial court erred in denying his motion for summary judgment on the fraudulent inducement claim because any alleged fraudulent oral representations that he made to Dr. Romagosa regarding his earnings were adequately addressed in a written employment agreement subsequently executed by the parties. We agree that the contract between the parties precluded relief on the fraud claim and reverse.

Dr. Ioannides and Dr. Romagosa met during Dr. Romagosa's first year of medical school. At that time, Dr. Ioannides was further along in his studies. He opened a dermatology practice after finishing his residency. His practice was very successful, and he began opening satellite offices throughout the Treasure Coast. Dr. Ioannides recruited Dr. Romagosa, who was nearing the end of his residency, to open one of his satellite offices in Stuart and work with him for three years under a contract. It was anticipated that after three years Dr. Romagosa would become a partner. According to the allegations in the fraud in the inducement claim brought by Dr. Romagosa, Dr. Ioannides told him that “if he worked for Defendants his total annual compensation from salary and bonuses would easily exceed $500,000 per year for the years prior to making partner.”

Thereafter, Dr. Ioannides and Dr. Romagosa entered into a contract which contained specific provisions regarding how Dr. Romagosa's salary and bonuses would be calculated:

F. Employee Compensation. For all services rendered by Employee under this agreement, Employee shall be entitled to a base salary plus production bonus:

Base salary:

Working three days per week (August 20th, 2003 to December 31st, 2003), base salary of $150,000 annually;

Working 4 days per week (January 1st, 2004 to August 31st, 2004), base salary of $200,000 annually;

Working 5 days per week (September 1st, 2004August 31st, 2006), base salary of $250,000 annually.

Romagosa is required to work 4 full days per week on January 1st, 2004 and required to start 5 full days per week on September 1st, 2004.

Production bonus:

During the first 12 months of employment (August 20th, 2003 to August 20th, 2004); after office expenses (including Romagosa base salary and billing fees as discussed below) of setting up and running the new office (Stuart office plus Collagen, Botox, and Peels of the any office location as applicable to Romagosa's practice; plus advertising fees for the Vero Beach office and Stuart) plus 5% of aforementioned expenses, the next 50,000 in collections will be added to Romagosa base salary. The next $1,000,000 in profits after expenses will be split with 60% of those collections going to Romagosa and 40% to Ioannides. All profits above $1,000,000 will be split 80% to Romagosa and 20% to Ioannides. Romagosa would be responsible for his portion billing fees. The billing fees will be calculated based on the percentage of total revenue that Romagosa collects. Romagosa is to enter into a partnership track after the first year of employment (starting September 1st, 2004), during this time, in order to maintain a partnership track, he must work a 5 day, 40 hour workweek. He would be eligible for partnership benefits after a consecutive of two years of the aforementioned full-time work. The specific details and terms of such partnership are to be discussed at the time Romagosa starts full-time employment which is required of employee to be September 1st, 2004.

After the first 12 months of employment, the bonus with will be calculated as follows: After office expenses (as defined above) all profits will be split 80% to Romagosa and 20% to Ioannides.The contract also contained an integration clause:

L. Integration. This Agreement sets forth the entire agreement between the Parties with regard to the subject matter hereof. All prior agreements, and covenants, express or implied, oral or written, with respect to the subject matter hereof, are hereby superseded by this agreement. This is an integrated agreement. Should the language of this contract conflict with any Employer manual or memorandum, the language of this contract shall control unless the external document specifically states that it shall act as a modification of company employment contracts and the Employee consents to this modification.

Dr. Romagosa began working for Dr. Ioannides, but the relationship soon soured. Dr. Romagosa left the dermatology practice after twenty-three months. He then filed suit against Dr. Ioannides, claiming that Dr. Ioannides breached the employment contract and had fraudulently induced him into entering into it by orally representing that he would earn more than $500,000 per year.

Dr. Ioannides filed a motion for summary judgment as to the fraud claim. He argued that the claim for fraudulent inducement failed as a matter of law because a party may not recover for fraudulent inducement when the allegedly false statements were adequately addressed by a subsequent written agreement entered into between the parties. The trial court denied the motion and the case proceeded to trial. The jury awarded Dr. Romagosa $481,000 for bonuses he was due under the contract and $760,000 in damages for the fraudulent inducement claim. This appeal concerns only the fraud damages award.

An order denying a motion for summary judgment is reviewed de novo. Tarin v. Sniezek, 942 So.2d 458, 460 (Fla. 4th DCA 2006) (citing Fla. Bar v. Rapoport, 845 So.2d 874, 877 (Fla.2003)). Additionally, the interpretation of a written document, in this case a contract, also presents a question of law and is reviewed de novo. Port–A–Weld, Inc. v. Padula & Wadsworth Constr., Inc., 984 So.2d 564, 568 (Fla. 4th DCA 2008) (citing Sumner Grp., Inc. v. M.C. Distributec, Inc., 949 So.2d 1205, 1206 (Fla. 4th DCA 2007)).

Dr. Romagosa argues that our recent decision in Sunrise Lakes Condominium Apts. Phase III, Inc. 5 v. Frank, 73 So.3d 901 (Fla. 4th DCA 2011), bars Dr. Ioannides from challenging the trial court's denial of his motion for summary judgment on appeal because judgment was entered against him after a full trial on the merits. In Sunrise Lakes, we stated “that any error in failing to enter summary judgment on behalf of [the appellant] is moot in light of the trial court's judgment against [the appellant] at trial.” Id. However, we have previously addressed the denial of a motion for summary judgment when the issues raised by the parties presented a pure question of law. E.g., Tunnage v. Green, 947 So.2d 686, 688–89 (Fla. 4th DCA 2007) (reversing trial court's denial of motion for summary judgment because trial court misapplied the law). The Florida Supreme Court and other district courts have also addressed the denial of a party's pre-trial motion for summary judgment after a full trial on the merits. See, e.g., Shuster v. N.Y. Life Ins. Co., 351 So.2d 62, 64–65 (1977) (reversing trial court's denial of pre-trial motion for summary judgment because plaintiff established she was entitled to relief as a matter of law), overruled on other grounds,373 So.2d 916 (Fla.1979); Ray–Mar Beauty Coll., Inc. v. Ellis Rubin Law Offices, P.A., 475 So.2d 718, 718 (Fla. 3d DCA 1985) (same); Give Kids the World, Inc. v. Sanislo, ––– So.3d ––––, 2012 WL 1645607 (Fla. 5th 2012) (same).

Sunrise Lakes found support for its holding in a decision of the Georgia Court of Appeals, Certain Underwriters at Lloyd's of London v. Rucker Construction, Inc., 285 Ga.App. 844, 648 S.E.2d 170 (Ga.Ct.App.2007). In Rucker, the court stated:

After verdict and judgment, it is too late to review a judgment denying a summary judgment, for that judgment becomes moot when the court reviews the evidence upon the trial of the case. Stated differently, where a motion for summary judgment is overruled on an issue and the case proceeds to trial and the evidence at trial authorizes the verdict (judgment) on that issue, any error in overruling the motion for summary judgment is harmless.

Id. at 172 (emphasis in original) (quotations omitted). When the evidence at trial does not authorize the verdict, then the denial of a motion for summary judgment is not moot. Schirmer v. Amoroso, 209 Ga.App. 682, 434 S.E.2d 80, 82 (Ga.Ct.App.1993).

The Supreme Court has recently addressed this issue and noted that there is a distinction between a motion for summary judgment that is denied for evidentiary reasons and a motion for summary judgment that is denied based upon the trial court's interpretation of the law. See Ortiz v. Jordan, –––U.S. ––––, 131 S.Ct. 884, 892, 178 L.Ed.2d 703 (2011). In Ortiz, the Court held that a party may not challenge the denial of its motion for summary judgment after a full trial on the merits. Id. at 888–89. However, the Court limited its holding by clarifying that it was not addressing cases dealing with purely legal issues such as cases dealing with “disputes about the substance and clarity of pre-existing law.” Id. at 892.1 This distinction has been recognized by several federal circuit courts. See, e.g., Banuelos v. Constr. Laborers' Trust Funds...

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