Samuels v. King Motor Co. of Fort Lauderdale

• Decision Date: 28 March 2001
• Docket Number: No. 4D00-725.,4D00-725.
• Citation: 782 So.2d 489
• Parties: Keith S. SAMUELS and Constance R. Jones-Samuels, Appellants, v. KING MOTOR COMPANY OF FORT LAUDERDALE, Appellee.
• Court: Florida District Court of Appeals

782 So.2d 489

Keith S. SAMUELS and Constance R. Jones-Samuels, Appellants, v. KING MOTOR COMPANY OF FORT LAUDERDALE, Appellee.

No. 4D00-725.

District Court of Appeal of Florida, Fourth District.

March 28, 2001.

Jerard C. Heller, Fort Lauderdale, for appellants.

Bonnie S. Satterfield of Bonnie S. Satterfield P.A., Coral Springs, for appellee.

GUNTHER, J.

The Plaintiffs, Keith Samuels and Constance Jones-Samuels, appeal the trial court's order dismissing with prejudice count II (misleading and false advertising), count III (fraud in the inducement and fraud in the performance), and count IV (deceptive and unfair trade practice) of their second amended complaint. They also appeal the trial court's dismissal of count I (breach of contract) for lack of subject matter jurisdiction (amount in controversy below $15,000) with leave to refile in county court. We affirm in part, reverse in part, and remand.

The Plaintiffs alleged that in mid-1998, they went to King Motor Company of Fort Lauderdale to buy a new vehicle. They signed a buyers order containing the following language:

On a credit transaction the purchaser(s) offer is not accepted until (A) signed by a King manager, (B) assigned and acceptable by a Bank or Finance Company, and (C) purchaser(s) and dealer have signed an installment sales contract. This agreement is valid for 5 days from date of signature for vehicles in stock or from notice of vehicle availability when factory ordered.

The buyers order also contained the following provisions:

(2) Manufacturer has reserved the right to change the price to Dealer of new motor vehicles without notice. In the event the price to Dealer of new motor vehicles of the series and body type ordered hereunder is change[d] by Manufacturer prior to delivery of the new motor vehicle ordered hereunder to Purchaser, Dealer reserves the right to change the price of unit of such motor vehicle to purchaser accordingly. If such price of unit is increased by Dealer, Purchaser may, if dissatisfied there with [sic] cancel this order in which event if a used motor vehicle has been traded in as a part of the consideration for such new motor vehicle, such used motor vehicle shall be returned to Purchaser upon payment of a reasonable charge for repairs (if any) or, if such used motor vehicle has been previously sold by Dealer, the amount received therefor, less a selling commission of 15% shall be returned to purchaser.

. . .

(4) If a used motor vehicle has been traded in as part of the consideration herein, the Purchaser hereby expressly gives consent to the Dealer that the Dealer may, at any time, sell said used vehicle. In the event the Order is cancelled under the terms and provisions of this agreement subsequent to the sale of the trade-in, Buyer shall receive from Dealer an amount as provided in paragraph 2 above.

In the general allegations of the complaint, the Plaintiffs claimed that the buyers order did not constitute a contract. According to the Plaintiffs, King Motor told them that the buyers order would constitute a binding contract and obligate them under the terms of the contract if and only if every contingency occurred. Specifically, based upon King Motor's representations and the language of the buyers order itself, the Plaintiffs did not believe King Motor had the right to dispose of their trade-in vehicle until the buyers order became a binding contract.

In reliance on King Motor's representations as well as the terms of the buyers order, the Plaintiffs traded in their used vehicle, accepted delivery of the new vehicle, and executed a vehicle retail installment contract providing, among other things, that the Plaintiffs' downpayment would be $2250 allowed for the trade-in vehicle. King Motor later told them they were disapproved for financing unless they made an additional downpayment of $3000. The Plaintiffs declined, returned the new vehicle to King Motor, and demanded return of their trade-in vehicle, but were told it could not be located. King Motor has continued to refuse to return their trade-in vehicle to them or offer them anything of value in lieu of the trade-in's return.

The Plaintiffs alleged that at no time did the necessary contingencies in the buyers order occur. Specifically, King Motor did not sign the buyers or installment sales contract within five days, and the buyers order was not assigned to or accepted for financing within five days. According to the Plaintiffs, because these contingencies did not occur, the buyers order did not constitute a contract. From that premise, the Plaintiffs alleged King Motor made two false statements. One false statement was that the entire transaction and all obligations stated in the buyers order (specifically, the Plaintiffs giving permission to King Motor to immediately dispose of their trade-in vehicle) were contingent upon obtaining financing. According to the Plaintiffs, King Motor intended to keep the Plaintiffs' trade-in vehicle even if the contingencies did not occur, and behavior consistent with King Motor's "standard operating procedure." The other false statement was that the trade-in vehicle could not be located. According to the Plaintiffs, King Motor had to know where the trade-in vehicle was because it was still on the lot, already sold, or in the process of being sold.

Although the Plaintiffs generally alleged the buyers order did not constitute a contract, they also alleged, in the alternative, that the buyers order did constitute a contract and that King Motor breached the contract by acting as if the contingencies in the buyers order had occurred and by refusing to return their trade-in vehicle. This is the basis for count I, the breach of contract claim.

King Motor moved to dismiss with prejudice counts II through IV for failure to state a cause of action. According to King Motor, the buyers order was a binding contract and the terms of the buyers order allowed it to dispose of the trade-in vehicle when it was tendered to them. According to King Motor, many other reasons justified dismissing counts II through IV with prejudice, including that the Plaintiffs failed to state (and under these facts, never could state) causes of action for common law fraud, misleading and false advertising, and deceptive and unfair trade practices; that the economic loss rule barred any claims of fraud, misleading and false advertising, and deceptive and unfair trade practices; that Florida Rule of Civil Procedure 1.130(a) allowed dismissal because the Plaintiffs failed to attach the bailment agreement; and that Florida Rule of Civil Procedure 1.420(b) allowed dismissal because the Plaintiffs ignored the court's order to amend their pleading to state a cause of action by failing to correct the deficiencies apparent in their complaint. King Motor also contended that upon dismissal of counts II through IV, count I (the breach of contract claim) should be dismissed for lack of subject matter jurisdiction because the Plaintiffs' recourse was limited under the terms of the buyers order to the value of the trade-in vehicle, which was less than $15,000, the circuit court's jurisdictional limit.

Without stating a reason, the trial court dismissed with prejudice counts II through IV. Regarding count I, the trial court determined that the amount in controversy on that count, standing alone, fell below $15,000, the circuit court's jurisdictional threshold, and accordingly dismissed without prejudice count I for lack of subject matter jurisdiction, giving the Plaintiffs leave to re-file in county court.

We first address King Motor's argument that the buyers order was a binding contract, the terms of which allowed it to dispose of the trade-in vehicle immediately upon the Plaintiffs tendering it. A court must accept the facts alleged in a complaint and exhibits attached to the complaint as true. See Visor v. Buhl, 760 So.2d 274, 275 (Fla. 4th DCA 2000); Abele v. Sawyer, 750 So.2d 70 (Fla. 4th DCA 1999). A court may not go beyond the four corners of the complaint. See Barbado v. Green & Murphy, P.A., 758 So.2d 1173, 1174 (Fla. 4th DCA 2000). Asserting inconsistent allegations in a complaint is permissible. See Fla. R. Civ. P. 1.110(g); Belz Investco Ltd. Partnership v. Groupo Immobiliano Cababie, S.A., 721 So.2d 787 (Fla. 3d DCA 1998).

While occasional language in the buyers order refers to it as an "agreement," specific language in the buyers order states it did not become a binding contract until certain contingencies occurred, that is, unless, within five days, a King Motor manager signed the buyers order, the buyers order was assigned and acceptable for financing, and both parties signed an installment sales contract. Until those things occurred the buyers order was simply an offer by the purchaser to buy a particular vehicle. The Plaintiff alleged King Motor did not sign the buyers order or an installment sales contract within five days, and the buyers order was not assigned to or accepted for financing within five days. The buyers order attached to the second amended complaint supports the Plaintiffs' allegations, at least to the extent it reflects it was not signed by any representative of King Motor.

King Motor's argument would require the court to disregard the Plaintiffs' allegations the buyers order is not a contract and the terms of the buyers order itself to conclude the buyers order was in fact a binding contract, the terms of which (notably, provision (4)) allowed it to immediately dispose of the Plaintiffs' trade-in vehicle. Because a court must accept as true the Plaintiffs' allegations and may not go beyond the four corners of a complaint in reviewing a motion to dismiss, King Motor's argument is improper. See Barbado, 758 So.2d at 1174.

We next address the argument that the Plaintiffs failed to state a claim in counts II through IV. "`To state a cause of action, a complaint must allege sufficient ultimate facts to show that the pleader...