BELCHER CENTER LLC, APPELLANT,
v.
BELCHER CENTER, INC.; CONNIE M. GEIGER; WILLIAM Z. GEIGER, JR.; AND WILLIAM Z. GEIGER IRREVOCABLE TRUST, APPELLEES
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Belcher Center LLC sought to quiet title to property conveyed by deed to a corporation that had not yet been incorporated at the time of the conveyance. The circuit court dismissed the complaint based on estoppel by deed and equitable estoppel, but the appellate court reversed, holding that the complaint stated a valid cause of action and that affirmative defenses requiring factual development cannot be resolved on a motion to dismiss.
The court held that Belcher Center LLC stated a valid cause of action, as a deed to a nonexistent entity is a nullity. The court further held that because determining whether estoppel by deed or equitable estoppel applied would require the circuit court to look outside the four corners of the complaint, the dismissal was improper and the case must be remanded for further proceedings to consider these affirmative defenses.
[1] A deed to a nonexistent entity is a nullity.
[2] A deed that does not contain the names of the grantees is void.
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Join FLexlaw to unlock all legal intelligence“a deed from the owner to a nonexistent entity is a nullity”
Establishes that the deed at issue conveyed property to an entity that did not exist, making the deed void as a matter of law.
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Join FLexlaw to unlock all legal intelligenceBelcher Center LLC filed a complaint to quiet title to property. The property was conveyed by deed to Belcher Center, Inc., but that corporation did n…
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COVINGTON, Judge.
Belcher Center LLC filed a complaint to quiet title to property conveyed by deed to a corporation that did not exist at the date of the conveyance. On the motion of the grantee, Belcher Center, Inc., asserting estoppel by deed and equitable estoppel, the circuit court dismissed with prejudice the complaint and related lis pendens. We reverse.
The Division of Corporations declined to incorporate Belcher Center, Inc., on the date of the conveyance due to a similar name issue. It was incorporated the following year. The complaint did not include a copy of the challenged warranty deed.
When considering an order granting a motion to dismiss, the de novo standard of review applies. Al-Hakim v. Holder, 787 So. 2d 939, 941 (Fla. 2d DCA 2001). On a motion to dismiss for failure to state a cause of action, a trial court is confined to the four corners of the complaint, and the material allegations of the complaint must be taken as true. Davidson v. Iona-McGregor Fire Prot. & Rescue Dist., 674 So. 2d 858, 859 (Fla. 2d DCA 1996). If the court is required to consider matters outside of the four corners of the complaint, then the cause is not subject to dismissal on the basis of an affirmative defense. Value Rent-A-Car, Inc. v. Grace, 794 So. 2d 619, 621 (Fla. 2d DCA 2001).
The complaint states a cause of action. Belcher Center LLC correctly asserts that a deed from the owner to a nonexistent entity is a nullity, see Daniels v. Berry, 513 So. 2d 250, 251 (Fla. 5th DCA 1987), and a deed not containing the names of the grantees is void, see Simpson v. Hirshberg, 159 Fla. 25, 30 So. 2d 912, 912 (1947). We, therefore, must reverse the dismissal with prejudice for further proceedings to consider the application of the affirmative defense of the doctrine of estoppel by deed or equitable estoppel.
Either doctrine, if applicable, would preclude Belcher Center LLC from asserting any right in derogation of the deed or from denying the truth of any material fact asserted in the deed. See Trs. of the Internal Improvement Fund v. Lobean, 127 So. 2d 98, 102 (Fla.1961). Legal estoppel or estoppel by deed is determined by the intention of the parties as expressed in the deed, and whether or not legal estoppel may be applied in a given case is dependent entirely on the language used in the deed or which appears on the face of the instrument. Id. Because the circuit court looked outside the four corners of the complaint in ruling on the motion to dismiss, we reinstate the complaint and remand for further proceedings.
Reversed and remanded.
NORTHCUTT and SALCINES, JJ., Concur.
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Veal v. Voyager Prop. & Cas. Ins. Co., 51 So. 3d 1246 (Fla. 2d DCA 2011)…urt erred by considering the contents of the settlement agreement. He correctly argues that, as a general rule, in deciding a motion to dismiss, the trial court is limited to the contents of the pleadings. See Belcher Ctr. LLC v. Belcher Ctr., Inc., 883 So. 2d 338, 339 (Fla. 2d DCA 2004) (“On a motion to dismiss for failure to state a cause of action, a trial court is confined to the four corners of the complaint....”). However, in this case, the complaint refers to the settlement agreement, and in fact, Veal…
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Bair v. City OF Clearwater, 196 So. 3d 577 (Fla. 2d DCA 2016)…ry judgment was properly granted on the Bert Harris Act claim. II. Equitable Estoppel Claim We review the trial court’s order dismissing the equitable estoppel claim with prejudice under a de novo standard. Belcher Ctr., LLC v. Belcher Ctr., Inc., 883 So. 2d 338, 339 (Fla. 2d DCA 2004). When reviewing a motion to dismiss for failure to state a cause of action, the trial court is limited to the four corners of the complaint, and if the court is required to consider matters outside the.four corners of the com…
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Cerasani v. Am. Honda Motor Co., 916 So. 2d 843 (Fla. 2d DCA 2005)…complaint, and when reviewing a motion to dismiss, a trial court must assume the facts set forth in the complaint are true and its consideration is limited to allegations in the four corners of the complaint. Belcher Ctr. LLC v. Belcher Ctr., Inc., 883 So. 2d 338, 339 (Fla. 2d DCA 2004). We review an order on a motion to dismiss de novo. Id. In the present case, Cerasani alleged that on April 1, 2002, she leased a new Honda Civic from the lessor, Honda Leasing. Cerasani alleged that prior to or contemporane…
Previewing 3 of 9 citing cases — full citator treatment, depth of discussion, and citing context are member features.
Join FLexlaw to unlock all legal intelligenceAuthorities Cited
- Trs. OF the Internal Improvement Fund of the State of Fla. v. Lobean, 127 So. 2d 98 (Fla. 1961)
- Marzuk Al-Hakim v. Bennie R. Holder, 787 So. 2d 939 (Fla. 2d DCA 2001)
- Noboa v. De Noboa, 674 So. 2d 858 (Fla. 3d DCA 1996)
- Value Rent-A-Car, Inc. v. Colin Grace, Sr., 794 So. 2d 619 (Fla. 2d DCA 2001)
- Simpson v. Barney Hirshberg, 159 Fla. 25 (Fla. 1947)
- Daniels v. Waldo O. Berry, Sr., 513 So. 2d 250 (Fla. 5th DCA 1987)