Sousa v. Zuni Transp., Inc.

• Decision Date: 02 October 2019
• Docket Number: No. 3D18-159,3D18-159
• Citation: 286 So.3d 820
• Parties: William P. SOUSA, et al., Appellants, v. ZUNI TRANSPORTATION, INC., etc., Appellee.
• Court: Florida District Court of Appeals

286 So.3d 820

William P. SOUSA, et al., Appellants,

v.ZUNI TRANSPORTATION, INC., etc., Appellee.

No. 3D18-159

District Court of Appeal of Florida, Third District.

Opinion filed October 2, 2019

Law Offices of Paul Morris, P.A., and Paul Morris, Miami; Cofiño Trial Law, and Pedro A. Cofiño, Miami Beach, for appellants.

Katz Barron, and Keith T. Grumer (Fort Lauderdale), for appellee.

Before SALTER, MILLER and GORDO, JJ.

GORDO, J.

William Sousa and Eastern Medical Transportation, LLC appeal the trial court's dismissal of their lawsuit with prejudice and grant of summary judgment in favor of Zuni Transportation, Inc. The trial court found that Sousa lacked standing to sue. As we conclude that the trial court should not have dismissed the case on the grounds briefed and argued and that the alternative grounds for affirmance were not preserved for appeal, we reverse and remand.

FACTUAL AND PROCEDURAL BACKGROUND

Jorge Azor was the owner and operator of Zuni, a non-emergency transportation company for the elderly and disabled. In 2014, Alejandro Castro agreed to purchase Zuni's corporate assets. On April 1, 2015, Zuni and Castro executed an Asset Purchase Agreement (the "Agreement"). The Agreement contained an assignment clause, which permitted an assignment of Castro's rights and obligations to an unaffiliated entity only upon Zuni's consent.

In March of 2016, Castro executed a Transfer of Assets and Assignment and Assumption Agreement (the "Assignment"). The Assignment granted Sousa all of Castro's rights under the Agreement. It is undisputed that Sousa was not a party to the Agreement and that he was not affiliated with Castro's operation of Zuni. The parties also agree that Zuni never consented to the Assignment to Sousa. Simultaneously with the Assignment, Castro executed a Bill of Sale. The Bill of Sale specifically provided that the assets transferred to Sousa included "[a]ll choses in action [Castro] may be connected to or in any way involved with Zuni ... or [Eastern]."

Sousa and Eastern filed suit against Zuni based on the Assignment and Bill of Sale. In their third amended complaint, Sousa and Eastern allege that they have standing to sue Zuni based on the Bill of Sale, which assigns Castro's choses in action to Sousa. Zuni moved to dismiss the third amended complaint and for summary judgment arguing that Sousa lacked standing because the contract prohibited assignment to an unaffiliated entity without Zuni's prior consent. In its Order Granting Zuni's Motion to Dismiss and Motion for Summary Judgment on Plaintiffs' Third Amended Complaint, the trial court granted both motions on the grounds that Sousa and Eastern had failed to prove that they satisfied a condition precedent—obtaining Zuni's consent for the Assignment.

STANDARD OF REVIEW

"We review an order granting a motion to dismiss with prejudice de novo." Papunen v. Bay Nat'l Title Co., 271 So.3d 1108, 1111 (Fla. 3d DCA 2019) (citing Williams Island Ventures, LLC v. de la Mora, 246 So.3d 471, 475 (Fla. 3d DCA 2018) ). We also review a trial court's determinations on summary judgment de novo. Volusia Cty. v. Aberdeen at Ormond Beach, L.P., 760 So.2d 126, 130 (Fla. 2000).

LEGAL ANALYSIS

In considering a motion to dismiss, a trial court is required to accept all factual allegations contained in the complaint as true. See, e.g., Chakra 5, Inc. v. City of Miami Beach, 254 So.3d 1056, 1061 (Fla. 3d DCA 2018) (citing Falkinburg v. Village of El Portal, 183 So.3d 1189, 1191 (Fla. 3d DCA 2016) ). The trial court is bound to the "well-pled allegations of the complaint, including its incorporated attachments." Id.

Accepting the well-pled allegations in Sousa and Eastern's third amended complaint as true under the motion to dismiss, it is evident that the basis for their standing to sue was sufficiently alleged. Sousa and Eastern clearly pled that the Assignment and Bill of Sale transferred Castro's choses in action to them and that they were entitled to enforce those choses in action. Accepting the allegations in paragraphs 31 through 36 of the third amended complaint as true and looking no further than the four corners of that pleading, Sousa and Castro's complaint was legally sufficient. We therefore find the trial court should not have dismissed the third amended complaint on those grounds.

The trial court also should not have granted summary judgment based on Zuni's lack of consent to the Assignment. Florida law interprets anti-assignment clauses to prohibit only the assignment of the right to seek performance. See, e.g., Cordis Corp. v. Sonics Int'l, Inc., 427 So.2d 782, 783 (Fla. 3d DCA 1983) (finding the assignment at issue valid because the anti-assignment clause had no effect on the "well-established right freely to assign ... chose[s] in action for the damages caused by [a] breach" (citing Spears v. W. Coast Builders' Supply Co., 101 Fla. 980, 133 So. 97 (1931) ; Oceanic Int'l Corp. v. Lantana Boatyard, 402 So.2d 507, 512 (Fla. 4th DCA 1981) ; 4 Fla. Jur. 2d Assignments § 5 (1978) )). Such a clause does not prohibit a party from assigning potential claims for damages or causes of action arising from a breach of the agreement. See, e.g., C.P. Motion, Inc. v. Goldblatt, 193 So.3d 39 (Fla. 3d DCA 2016) (distinguishing between the assignment of performance due under a contract and the assignment of a chose in action arising from a breach). Thus, under Florida law, Castro was not required to obtain Zuni's consent prior to assigning his choses in action to Sousa.

Zuni argues that we should employ the "tipsy coachman rule" and affirm the trial court's ruling on alternative grounds. "Under the tipsy coachman rule, ‘if a trial court reaches the right result, but for the wrong reasons,...