ACQUISITION TRUST COMPANY, LLC, APPELLANT,
v.
LAUREL PINEBROOK, LLC, AND REAL SUB, LLC, AND PUBLIX SUPER MARKETS, INC., APPELLEES

Fla. 2d DCA | 2017-07-07
No. Case No. 2D16-3325
MORRIS, J., and CASE, JAMES R., ASSOCIATE SENIOR JUDGE, Concur.
226 So. 3d 325 Florida District Court of Appeal, Second District (2017)

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

Acquisition Trust challenged the circuit court's dismissal with prejudice of its complaint regarding a commercial property purchase and sale agreement subject to a right of first refusal. The appellate court reversed, holding that a dismissal with prejudice is improper without first affording the plaintiff an opportunity to amend its complaint.


Holding

A trial court must allow a litigant the opportunity to amend a complaint before dismissing it with prejudice unless it is clear that the pleading cannot be amended to state a cause of action. The dismissal with prejudice here was improper because Acquisition Trust was never given the chance to amend.


Headnotes

[1] A trial court must generally allow a litigant the opportunity to amend a complaint before dismissing its suit with prejudice, unless it is clear that the pleading cannot…

[2] A dismissal with prejudice should not be ordered without giving the party offering the pleading an opportunity to amend, unless the privilege to amend has been abused or…

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

Key Quotes

“Generally, a trial court must allow a litigant the opportunity to amend a complaint before dismissing its suit with prejudice unless it is clear that the pleading cannot be amended so as to state a cause of action.”

Establishes the governing standard that dismissal with prejudice without amendment opportunity is improper

Previewing 1 of 3 key quotes on this case — the court’s exact language, pinpointed for members.

Join FLexlaw to unlock all legal intelligence

Facts & Procedural History

Acquisition Trust sought to purchase commercial property that was subject to a recorded right of first refusal. After filing a complaint alleging resc…

The full statement of facts, procedural history, and disposition for this case are member content.

Join FLexlaw to unlock all legal intelligence

© FLexlaw, Inc. — AI-generated enrichments are proprietary. All rights reserved.


Opinion of the Court
LUCAS, Judge.

LUCAS, Judge.

This case concerns a dispute over a purchase and sale agreement of commercial property, which was subject to a prior, recorded right of first refusal. Challenging the manner in which that right of first refusal was exercised, the frustrated prospective purchaser of the property, Acquisition Trust Company, LLC (“Acquisition Trust”), filed a complaint in the circuit court of Sarasota County alleging rescission, specific performance, and breach of contract. The circuit court dismissed Acquisition Trust’s complaint with prejudice.1 Appellees concede that the circuit court’s dismissals with prejudice was improper since Acquisition Trust had never been afforded an opportunity to amend its complaint. We agree. See Strader v. Carpenters Crest Owners Ass’n, Inc., 968 So.2d 621, 622 (Fla. 2d DCA 2007) (“Generally, a trial court must allow a litigant the opportunity to amend a complaint before dismissing its suit with prejudice unless it is clear that the pleading cannot be amended so as to state a cause of action.” (quoting Albrecht v. Bd. of Trs. of Internal Improvement Tr. Fund, 481 So.2d 555, 556 (Fla. 2d DCA 1986)); Kapley v. Borchers, 714 So.2d 1217, 1218 (Fla. 2d DCA 1998) (“A dismissal with prejudice should not be ordered without giving the party offering the pleading an opportunity to amend unless it appears that the privilege to amend has been abused or it is clear that the pleading cannot be amended to state a cause of action.”). Accordingly, we reverse the orders of the circuit court and remand this case for further proceedings consistent with this opinion.

Our reversal necessarily affords Acquisition Trust the opportunity to file an amended complaint, a pleading that, it appears from the record and the representations made to us during oral argument, will likely be filed and will likely differ in some respects from the dismissed complaint. And obviously, we have no way of knowing in advance the manner in which Appellees will choose to respond to such an amended pleading when or if it is served. The parties urge us to nevertheless render an opinion on the merits of the substantive legal controversy that was argued in the prior motion to dismiss the original complaint. In this case, though, we must respectfully decline their invitation. Cf. State v. Barati, 150 So.3d 810, 813 (Fla. 1st DCA 2014) (“Under the Florida Constitution, only the Florida Supreme Court has the jurisdiction to issue advisory opinions.” (first citing art. V, § 3(b)(10), Fla. Const.; and then citing Fla. House of Representatives v. League of Women Voters, 118 So.3d 198, 207 (Fla. 2013)). We express *327no opinion, then, on the substantive issues raised below and in this appeal but must leave that to the parties and the circuit court to develop more fully following remand.

Reversed and remanded.

MORRIS, J., and CASE, JAMES R., ASSOCIATE SENIOR JUDGE, Concur.


Cases With Similar Vibessemantic neighbors from the corpus

Full citator, related cases, and AI research tools

Open in FLexlaw