Lipsig v. Ramlawi

• Decision Date: 29 March 2000
• Docket Number: No. 97-1890, No. 97-1819.
• Citation: 760 So.2d 170
• Parties: Daniel LIPSIG, Nasim Rahman and Miami Columbus, Inc., Appellants/Cross-Appellees, v. Zahid A. RAMLAWI, Appellee/Cross-Appellant.
• Court: Florida District Court of Appeals

760 So.2d 170

Daniel LIPSIG, Nasim Rahman and Miami Columbus, Inc., Appellants/Cross-Appellees, v. Zahid A. RAMLAWI, Appellee/Cross-Appellant.

Nos. 97-1890, 97-1819.

District Court of Appeal of Florida, Third District.

March 29, 2000.

Rehearing Denied June 14, 2000.

Kluger, Peretz, Kaplan & Berlin, P.A. and Gregory P. Borgognoni; Thompson, Muraro, Razook & Hart, P.A.; Podhurst, Orseck, Josefsberg, Eaton, Meadow, Olin & Perwin, P.A. and Joel S. Perwin, for appellants/cross-appellees.

Russo, Wells & Associates, P.A., and Elizabeth K. Russo, and Linda Ann Wells, for appellee/cross-appellant.

Before COPE, GREEN, and SHEVIN, JJ.

GREEN, J.

This consolidated appeal and cross-appeal arise from a final judgment entered after a lengthy trial involving a business dispute between appellants, Amin, Diana and Hassan Dahlawi¹ and appellee, Zahid Ramlawi ("Ramlawi").

I. Procedural History

In September 1990, the Dahlawis brought suit in the name of Miami Columbus, Inc. ("Miami Columbus") f/k/a Zaminco Columbus; Express Premium Finance Company, Inc. ("Express Premium") and Aminco International, Inc. f/k/a Zaminco International, Inc. ("Zaminco") against Ramlawi, seeking, among other things, the return of excess salaries, the repayment of outstanding loans, and the return of personal property. Ramlawi counterclaimed for breach of a partnership agreement, defamation, tortious interference with a business relationship and sought to recover monies for deferred salaries, severance, vacation benefits, and the return of monies that Ramlawi allegedly advanced to the various partnership companies. Ramlawi also sued Daniel Lipsig ("Lipsig"), an attorney who represented the Dahlawi family in their various business ventures, for tortious interference with the alleged partnership relationship, and for conspiracy to deprive Ramlawi of his partnership interest. Ramlawi sued Nasim Rahman ("Rahman"), an employee of Zaminco, for conspiracy to deprive Ramlawi of a partnership interest. In addition, Ramlawi sued Lipsig and Rahman for slander and brought a vicarious liability claim against Amin and Hassan Dahlawi for Lipsig's and Rahman's alleged slander, as well as several other tort and contract claims. Further, Ramlawi was permitted to amend his counterclaim to seek punitive damages for the slander claims.

At a pretrial conference, the trial court made a number of rulings, including a finding that if a partnership between the Dahlawis and Ramlawi was found to exist, any resulting accounting would be performed by the jury. By writ of certiorari, however, this court quashed that ruling holding that "[i]n a partnership dispute, the appropriate remedy is a formal accounting of the partnership affairs," to be tried in equity by the trial court. Dahlawi v. Ramlawi, 644 So.2d 523, 524 (Fla. 3d DCA 1994).

Thereafter, following a forty-nine (49) day jury trial, spanning over four and one-half (4½) months, the jury found against the appellants and in favor of Ramlawi on all but one of his claims. The jury concluded, among other things, that an oral partnership had been formed between Ramlawi and the Dahlawis, and that this partnership included five companies²; that Ramlawi was defamed on three occasions, entitling him to $175,000 against each tortfeasor; and that Hassan and Amin were vicariously liable for two of the claims of defamation. The jury also awarded Ramlawi punitive damages totaling $10,000,000. The trial court denied all post-trial motions except for Lipsig's and Rahman's motions to reduce the punitive damage awards to three times the compensatory damages, pursuant to section 768.73, Florida Statutes (1995).

Thereafter, the Dahlawis appealed the jury's finding of liability under rule 9.130(a)(3)(C)(iv), Florida Rules of Appellate Procedure.³ This court dismissed that appeal as premature. See Miami Columbus, Inc. v. Ramlawi, 687 So.2d 1378 (Fla. 3d DCA 1997)

. Specifically, this court held that "[w]e dismiss the appeal without prejudice for lack of jurisdiction because, for a number of reasons, we conclude that the liability verdicts do not qualify as reviewable orders under the rule." Id. at 1379.

During the pendency of the appeal, the trial court commenced an accounting of the five companies that the jury had found were partnership companies. All parties were given the opportunity to submit evidence, including financial statements and expert testimony. On February 26, 1996, the trial court valued Ramlawi's partnership interests at $1,389,565. Both parties filed motions for rehearing, and the trial court entered an order reducing Ramlawi's partnership interests to $1,323,065. Finally, on June 12, 1997, the trial court entered its final judgment reflecting both the jury's verdict and the court's findings from the accounting. This appeal and cross-appeal followed with numerous issues being raised. The facts pertinent to the individual issues on appeal and cross-appeal will be recited separately.

II. Main Appeal

A. Partnership Issues

The appellants argue that the trial court erred in failing to direct a verdict in their favor on all of the claims relating to an alleged oral partnership between them and appellee Ramlawi. When determining the propriety of the granting (or denying) of a directed verdict, we must determine whether the facts, when viewed in a light most favorable to the non-moving party, here Ramlawi, provided a prima facie case of an oral partnership as provided for under law, here Michigan law.⁴ See Houghton v. Bond, 680 So.2d 514, 522 (Fla. 1st DCA 1996)

(holding that "[a] motion for directed verdict should not be granted unless the trial court, after viewing the evidence in the light most favorable to the non-moving party, determines that no reasonable jury could render a verdict for the non-moving party"). See also Woods v. Winn Dixie Stores, Inc., 621 So.2d 710, 711 (Fla. 3d DCA 1993)(stating that "[i]n determining a motion for directed verdict, the evidence, and all reasonable inferences, therefrom, must be viewed in a light most favorable to the nonmoving party."). Based upon our careful review of the record evidence, we do not agree that the denial of the motion for directed verdict on this issue was error.

The facts, viewed in the light most favorable to Ramlawi, show that in 1979 Amin Dahlawi and his wife Diana, visited Ramlawi at his Detroit home. During this visit, Amin and Ramlawi discussed their business experiences and aspirations for the future. Thus, in 1980, when Ramlawi found a medical center that he was interested in acquiring he contacted Amin who told him "we're brothers and we would be partners. Let's do it together ... I'd like to be a partner in this property."

Ramlawi further testified that he and Amin decided to go into business together:

Our line of thought was going in the direction where we both can benefit out of it with my presence here, my experience, and my ability, and his ability to create opportunities in the Middle East, in Saudi Arabia, and his willingness, and his desire to expand investments, and to expand into business in the U.S.

For both of us it was beneficial that we both, together, join forces or put out abilities together, and form some kind of a relationship, business relationship, and this was mainly on businesses that he thought would be good to be taken there, and good for businesses to be started here. That was basically the frame of the discussions.

Ramlawi also testified that he and Amin agreed to work together on a 50/50 partnership basis.

Ramlawi and Amin went to California to inspect land that one of Ramlawi's friend was developing. While there, they met with Hassan, Amin's brother, and told him that the two of them had become partners. Amin returned to Michigan to discuss other projects that Ramlawi had in mind for the partnership to undertake. At that time, Ramlawi and Amin confirmed that they were equal partners in the ventures to take place in this country and in Saudi Arabia; they also agreed that Amin would contribute the capital when needed and that Ramlawi, in turn, would contribute his time, effort and experience toward identifying projects, and in promoting and managing the day-to-day operations of the partnership. They also decided that they would conduct the partnership's business through a corporation in an effort to limit the partners' liability.

Shortly thereafter, Hassan came to Detroit, was advised of the partnership's intention to use a corporation to conduct its business, and was invited by Amin and Ramlawi to join the partnership. Before Hassan decided whether he was going to join the partnership, Ramlawi began to move forward with projects for the partnership.⁵ Within days, Hassan decided to join the partnership. Ramlawi suggested that both he and Amin share part of the partnership with Hassan. Specifically, Ramlawi testified that:

I said, "No." I think we will split it among ourselves. And you are going to be putting in capital since you are going to be in support of this relationship with capital financing, you will get 30 and I will get 30 and he will get 30.

Diana, Amin's wife, was offered the remaining 10 percent of the partnership. The Dahlawis (Amin, Hassan and Diana) and Ramlawi agreed to form a corporation as a vehicle for the operation of the partnership's business. They named the corporation Zaminco, after Zahid Ramlawi and Amin Dahlawi.⁶ The partners agreed that Ramlawi would manage the day-to-day operations of the partnership because the Dahlawis had no time. However, all decisions regarding what ventures the partnership would undertake had to be unanimous. The partners also agreed, that partnership distributions would be made only upon the agreement of each partner and in accord with each partner's interest.

Under Michigan law, the elements of a partnership generally include:

[A] voluntary association of two or more people with legal capacity in order to carry on, via co-ownership, a business for profit.

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