CONNER, I, INC., APPELLANT,
v.
THE WALT DISNEY COMPANY, ETC., ET AL., APPELLEE

Fla. 5th DCA | 2002-09-13
No. 5D01-1817
GRIFFIN and SAWAYA, JJ., concur.
827 So. 2d 318 Florida District Court of Appeal, Fifth District (2002) Positive Treatment
Cited by 12 cases

AI-generated. These summaries, headnotes, and key points are machine-generated and may contain errors or omissions. Always verify against the full opinion text below. Not legal advice.

Synopsis

Conner, I, Inc. sued Disney for breach of contract and related tort claims arising from an alleged oral agreement to form a joint venture for manufacturing housing units at Disney's Fort Wilderness development. The trial court dismissed the action under Florida's statute of frauds, and this appeal affirms that dismissal because the agreement's performance terms exceeded one year and involved transactions that required written documentation under multiple Florida statutes.


Holding

The court held that Conner's claims are conclusively barred by Florida's statute of frauds because the alleged agreement involved either the sale or lease of goods/personal property above the statutory thresholds or, alternatively, involved real property intended to last more than one year. The tort claims are also barred because they derive from the unenforceable oral contract.


Headnotes

[1] Oral agreements for the sale of goods over $500, the sale of personal property over $5,000, or the lease of goods with payments over $1,000 are unenforceable under Florid…

[2] Agreements concerning the sale or lease of real property intended to last more than one year are barred by the statute of frauds unless in writing.

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Key Quotes

“Under the express terms of these statutes, a writing is required regardless of when performance can be completed.”

Establishes that Florida's sale and lease statutes of frauds apply based on price thresholds, not performance timing.

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Facts & Procedural History

Conner alleged that Disney agreed orally to enter into a joint venture whereby Conner would design, purchase, and install approximately 400 manufactur…

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Opinion of the Court
ORFINGER, R. B., J.

Conner, I, Inc. sued the Walt Disney Company and Walt Disney World Company (collectively “Disney”), alleging breach of contract, breach of a joint venture agreement, intentional misrepresentation, negligent misrepresentation, and breach of fiduciary duty. On Disney’s motion, the trial court dismissed the action with prejudice, concluding that Conner’s claims were barred by the statute of frauds. This appeal followed. We affirm.

In its amended complaint, Conner alleged that Disney agreed to enter into a joint venture with Conner, the purpose of which was to replace and operate approximately 400 manufactured housing units located at Disney’s Fort Wilderness development. Conner alleged that it was to design, purchase, and install the housing units at Fort Wilderness and then lease the units to Disney for a period of not less than twelve years. Conner also alleged that Fort Wilderness was to be operated as a joint venture, with both parties sharing in the development and operation of the project. While the parties had numerous meetings, and allegedly made various oral commitments, all of which Conner claims it could have performed within twelve months, no written agreements were entered into. Disney eventually developed Fort Wilderness without Conner’s participation.

Florida has several statutes of frauds, each dealing with a different type of commercial transaction. Any agreement for the sale of goods for more than $500,1 for the sale of personal property other than goods for a price of more than $5,000,2 or for the lease of goods for lease payments in excess of $1,000,3 must be in writing to be enforceable. Under the express terms of these statutes, a writing is required regardless of when performance can be completed. One or more of these statutes would bar Conner’s claims depending on how one characterizes the transaction. Similarly, if Conner’s business arrangement with Disney is construed as involving the sale or lease of real property, it is clear that it was intended to last more than one year, and is therefore barred under section 725.01, Florida Statutes (1996).

In ruling on a motion to dismiss for failure to state a cause of action, the trial court must accept the allegations of the complaint as true and in a light most favorable to the plaintiff. Fox v. Prof'l Wrecker Operators of Fla., Inc., 801 So. 2d 175, 178 (Fla. 5th DCA 2001). Because the sufficiency of a complaint is a matter of law, we review the matter de novo. Id. Generally, the statute of frauds is an affirmative defense that cannot be raised in a motion to dismiss unless the complaint affirmatively shows the conclusive applicability of such defense to bar the action. Collins v. Citrus Nat’l Bank, 641 So. 2d 458, 459-60 (Fla. 5th DCA 1994) (citing Evans v. Parker, 440 So. 2d 640 (Fla. 1st DCA 1983)).

Conner asserts that its performance could have been completed within one year, and, thus, its actions are not barred by the statute of frauds. That argument fails because with the exception of section 725.01, the requirement of a written agreement is based on the price of the goods sold or leased, not the time of performance. Only section 725.01 bars enforcement of an unwritten agreement if it cannot be performed within one year from the time the agreement was made. See Florida Pottery Stores of Panama City, Inc. v. Am. Nat’l Bank, 578 So. 2d 801, 804 (Fla. 1st DCA 1991). Here, the complaint shows that the development project and the associated responsibilities of the parties were to continue for at least twelve years.

To the extent that Conner attempts to assert tort claims, they are likewise barred, as they flow from the alleged oral contract and are merely derivative. See Hertz v. Salman, 718 So. 2d 942 (Fla. 3d DCA 1998). We therefore conclude, as did the trial judge, that one or more of the statutes of frauds conclusively bar Conner’s action.

AFFIRMED.

GRIFFIN and SAWAYA, JJ., concur. . § 672.201, Fla. Stat. (1996).

. § 672.206, Fla. Stat. (1996).

.§ 680.201(1), Fla. Stat. (1996).


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Citator

Cited By

  • Lynkus Commc'ns, Inc. v. Webmd Corp., 965 So. 2d 1161 (Fla. 2d DCA 2007)
    …he ground of fraud in refusing to perform the contract, even though the defendant at the time of the making of the oral contract may have had no intention of performing it.’ ” Id. (quoting 25 R.C.L. 691); see also Conner, I, Inc. v. Walt Disney Co., 827 So. 2d 318, 319 (Fla. 5th DCA 2002); Ostman v. Lawn, 305 So. 2d 871, 873 (Fla. 3d DCA 1974); Ashland Oil, Inc. v. Pickard, 269 So. 2d 714, 721 (Fla. 3d DCA 1972); Mark Andrew of the Palm Beaches, Ltd. v. GMAC Commercial Mortgage Corp., 265 F. Supp. 2d 366, 382…
  • Bankers Tr. Co. v. Basciano, 960 So. 2d 773 (Fla. 5th DCA 2007)
    …cing an oral contract, claims for fraud and negligent misrepresentation seeking damages based on same conduct and representations are merely derivative of claim for breach of contract and are prohibited); see also Conner, I, Inc. v. Walt Disney Co., 827 So. 2d 318 (Fla. 5th DCA 2002) (dismissing negligent misrepresentation claim where oral contract was unenforceable). To hold otherwise would allow every failed breach of contract claim to morph into a negligent misrepresentation or FDUTPA claim. The well-estab…
  • Myers v. Hwy. 46 Holdings, L.L.C., 65 So. 3d 58 (Fla. 5th DCA 2011)
    …, however, an affirmative defense asserting the statute of frauds cannot be raised in a motion to dismiss unless the complaint affirmatively shows the conclusive applicability of the defense to bar the action. See Conner, I, Inc. v. Walt Disney Co., 827 So. 2d 318 (Fla. 5th DCA 2002), review denied, 846 So. 2d 1147 (Fla.2003). . For example, Counts I, II and III of the Second Amended Counterclaims and Cross-Claims allege that the various agreements between the parties are void due to fraud. If correct, these…

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