SOMEPLACE NEW, INC., A FLORIDA CORPORATION, DONALD EDWARD YOUNG, JR., AND CAROLYN JANE YOUNG, APPELLANTS,
v.
CHRISTIANE FRANCOIS AND PRIME PLAZA BOYNTON BEACH, LLC, A FLORIDA LIMITED LIABILITY COMPANY, APPELLEES
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Appellants challenged dismissal of their fraud complaint against appellees in a restaurant lease dispute. The court reversed dismissal of the fraudulent misrepresentation claim, finding it was sufficiently pleaded with particularity, but affirmed dismissal of the constructive fraud claim.
Count I alleging fraudulent misrepresentation was properly pleaded with specificity identifying who made false statements, the substance of the statements, and the context. The attached lease agreement's omission of mention of the licensee arrangement did not contradict the complaint's allegations. The question of the precise nature of the parties' agreement is a factual matter better resolved on summary judgment than on a motion to dismiss.
[1] A trial court's decision to dismiss a complaint for failure to state a cause of action is reviewed de novo.
[2] When reviewing a motion to dismiss, all allegations in the complaint must be accepted as true.
Previewing 2 of 5 headnotes on this case. FLexlaw’s editorially structured points of law — every proposition, pinpointed — are reserved for members.
Join FLexlaw to unlock all legal intelligence“Allegations of fraud must be stated with such particularity as permitted by the circumstances. See Fla. R. Civ. P. 1.120(b). This includes 'who made the false statement, the substance of the false statement, the time frame in which it was made and the context in which the statement was made.'”
Establishes the pleading requirements for fraud claims under Florida law
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Join FLexlaw to unlock all legal intelligenceAppellants Someplace New, Inc. and the Youngs entered into a lease and licensee agreement with Christiane Francois and Prime Plaza Boynton Beach, LLC …
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Appellants, Someplace New, Inc., Donald Edward Young, Jr., and Carolyn Jane Young, challenge the dismissal of their second amended complaint, with prejudice, for failure to state a cause of action. The complaint alleged two counts. As to count I, alleging fraudulent misrepresentation, we reverse. As to count II, a claim alleging constructive fraud based on breach of fiduciary duty, we affirm without discussion.
This appeal stems from a contract entered into by appellants and appellees, Christiane Francois (“Francois”) and Prime Plaza Boynton Beach, LLC. The second amended complaint alleged that appellants and Francois entered into a lease and licensee agreement, whereby appellants agreed to assume operating expenses of a turnkey restaurant operation. Count I of the complaint alleged fraud against Francois and that Francois “intentionally falsely” made representations regarding the restaurant, with the purpose of inducing appellants into assuming its operation. The complaint then outlined four specific misrepresentations made by Francois regarding the restaurant payroll, profitability and employees. The complaint further alleged that appellants relied on Francois’ misrepresentations in entering into the agreement, and spent over $20,000.00 towards their obligation under the contract. Attached to the complaint was the lease agreement referenced therein. Appellees immediately filed a motion to dismiss the complaint, contending that fraud had not been specifically alleged and that the attached lease agreement contradicted the complaint because it did not mention the licensee arrangement. The trial court granted the motion to dismiss and this appeal followed.
A trial court’s decision to dismiss a complaint for failure to state a cause of action is reviewed de novo. See Francis v. Sch. Bd. of Palm Beach Cnty., 29 So.3d 441, 442 (Fla. 4th DCA), review denied, 42 So.3d 799 (Fla.2010). Our review is limited to the four corners of the complaint, and all allegations must be accepted as true. See Fresh Capital Fin. Servs., Inc. v. Bridgeport Capital Servs., Inc., 891 So.2d 1142, 1144 (Fla. 4th DCA 2005). Allegations of fraud must be stated with *1217such particularity as permitted by the circumstances. See Fla. R. Civ. P. 1.120(b). This includes “who made the false statement, the substance of the false statement, the time frame in which it was made and the context in which the statement was made.” Bankers Mut. Capital Corp. v. U.S. Fid. & Guar. Co., 784 So.2d 485, 490 (Fla. 4th DCA 2001).
Count I properly alleged the requirements of fraud with specificity. The complaint outlined the specific misrepresentations that Francois “intentionally falsely” made. Further, the complaint properly alleged that the statements were made for the purpose of inducing appellants to enter into the lease and licensee agreement. The attached lease agreement, by its omission of mention of the licensee agreement, did not contradict the allegations of the complaint. See Hunt Ridge at Tall Pines, Inc. v. Hall, 766 So.2d 399, 401 (Fla. 2d DCA 2000) (where an exhibit attached to the complaint contradicts allegations within the complaint, the plain language of the exhibit controls). Accepting the complaint’s allegations as true, the parties entered into a licensee arrangement concerning a restaurant located on the property identified by the lease. Determining the precise nature of that agreement is a question of fact better addressed on a motion for summary judgment, rather than on a motion to dismiss. See Chodorow v. Porto Vita, Ltd., 954 So.2d 1240, 1242 (Fla. 3d DCA 2007). As such, the dismissal of count I of appellants’ second amended complaint is reversed.
Affirmed in part, reversed in part, and remanded.
STEVENSON, HAZOURI and DAMOORGIAN, JJ., concur.
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Domenico Bosco and Barbara Gallone v. Global Props. of Naples, 319 So. 3d 181 (Fla. 2d DCA 2021)…al, the lease between Global Properties and Kitchen 41 does not directly contradict the Guarantors' claims and amendment would not be futile. See Faber v. Karl of Pasco, Inc., 198 So. 3d 875, 878 (Fla. 2d DCA 2016); Someplace New, Inc. v. Francois, 51 So. 3d 1215, 1217 (Fla. 4th DCA 2011); cf. Hunt Ridge at Tall Pines, Inc. v. Hall, 766 So. 2d 399, 401 (Fla. 2d DCA 2000) (affirming dismissal with prejudice of complaint where the allegations were contradicted by exhibits attached to the complaint). Additiona…
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Authorities Cited
- Hunt Ridge AT Tall Pines, Inc. v. Hall, 766 So. 2d 399 (Fla. 2d DCA 2000)
- Carlton J. Clark v. State, 954 So. 2d 1240 (Fla. 1st DCA 2007)
- Bankers Mut. Cap. Corp. v. United States Fid. & Guar. Co., 784 So. 2d 485 (Fla. 4th DCA 2001)
- Sherley Francis v. Sch. Bd. OF Palm Beach Cnty., 29 So. 3d 441 (Fla. 4th DCA 2010)
- Fresh Cap. Fin. Servs., Inc. v. Bridgeport Cap. Servs., Inc., 891 So. 2d 1142 (Fla. 4th DCA 2005)