LITTLE BROWNIE PROPERTIES, INC.

v.

ROP HOLDING GROUP, INC.

SIXTH DISTRICT COURT OF APPEAL

STATE OF FLORIDA

Case No. 6D2025-0018 Lower Tribunal Nos. 2008-CA-003909 and 2015-CA-000309

LITTLE BROWNIE PROPERTIES, INC., Appellant, v. ROP HOLDING GROUP, INC., Appellee.

Appeal from the Circuit Court for Orange County. Jeffrey L. Ashton, Judge.

November 6, 2026

TRAVER, C.J.

Little Brownie Properties, Inc. (“LBP") appeals the trial court's amended final order on proceedings supplementary. We have jurisdiction. See Fla. R. App. P. 9.030(b)(1)(A). Both LBP and ROP Holding Group, Inc. (“ROP") purchased judgments from creditors of John Paul Brown and Peter Wood, who, at least at some point, were LBP shareholders. We must determine who currently possesses the LBP shares originally owned by Brown and Wood. And if Brown and Wood still own their LBP shares, we must decide whether the trial court erred when it awarded them unpaid LBP management fees because these were really “disguised dividends."

We reverse in part. The trial court erred when it determined that Brown and Wood had not waived their rights to claim that they had never transferred shares to Banc of America Leasing & Capital, LLC ("BALC"), a judgment creditor. Our conclusion's result is that Wood does not own any LBP shares, and that Brown owns only seventy shares, instead of the 132.5 the trial court ruled that he owned. So Wood is not entitled to any unpaid LBP management fees, and the trial court should determine what LBP owes Brown for these fees on remand.

Finding that competent, substantial evidence supports the trial court's other findings, we otherwise affirm. This opinion involves a unique set of facts, likely restricting its holding to the parties involved in this appeal. For clarity, and to summarize, this Court affirms that competent, substantial evidence supports the trial court's ruling that neither Brown nor Wood legally transferred their shares, voluntarily or involuntarily, to BALC, and LBP's management fees were disguised dividends. We also find the trial court correctly concluded Brown did not involuntarily transfer his remaining seventy shares to LBP. We comment no further on these issues, confining the remainder of this opinion's scope to the specific circumstances by which Brown and Wood waived their right to contest the transfer of the 135 shares at issue to LBP.

I.

Proceedings supplementary, equitable in nature, are governed by statute. See § 56.29, Fla. Stat. (2024). They provide a judgment creditor with means to investigate a judgment debtor's assets that might be used to satisfy a judgment. See id.; Sanchez v. Renda Broad. Corp., 127 So. 3d 627, 628 (Fla. 5th DCA 2013); Gamez v. First Union Nat'l Bank of Fla., 31 So. 3d 220, 223 (Fla. 4th DCA 2010). In connection with proceedings supplementary, a trial court may order any nonexempt property owned by a judgment debtor to be applied towards satisfaction of that debtor's debt. See § 56.29(6)(a). The facts contained in this opinion come from a multi-day evidentiary hearing following ROP's and LBP's consolidated proceedings supplementary against Brown and Wood.

II.

LBP is a family-operated real estate company. Brown's father started LBP more than forty years ago, and its main asset is a property worth over $20 million. In 1978, LBP issued 70 shares to Brown. In 1996, it issued 10 shares to Wood, who is a close family friend and Brown's business partner. That same year, LBP's shareholders, including Brown and Wood, entered into a shareholders' agreement. A key provision requires shareholders to notify LBP if they might involuntarily transfer or have involuntarily transferred their shares to someone else. In that situation, LBP would have a sixty-day option to buy the shares.

In 2009, BALC obtained a consent judgment exceeding $500,000 against Brown and Wood. That year, Brown's father died, and Wood was appointed as copersonal representative of the estate. BALC diligently pursued collection efforts against Brown and Wood, renewing its lien in 2014. That year, following a hearing, BALC obtained a court order requiring Wood to turn over his 10 LBP shares to BALC. Wood complied with this order, delivering the shares to BALC. He never sought their return.

In 2018, BALC commenced garnishment proceedings on Brown's father's estate. Wood, acting in his capacity as co-personal representative, distributed 62.5 LBP shares to himself and 62.5 Brown explained that BALC was just "holding" the now-total-135 shares because Brown and Wood wanted to negotiate for their return.¹

BALC then notified LBP that it had Brown's and Wood's shares and insisted that an involuntary transfer from them to it had occurred. It thus demanded LBP invoke its option under the LBP shareholders' agreement to buy the 135 shares. If LBP declined this offer, BALC demanded that LBP issue a stock certificate in its

name. BALC identified itself as an LBP shareholder, and it copied Brown and Wood on its demand letter. About a month later, Brown and Wood sent a notice to LBP under the involuntary transfer provision of the LBP shareholder agreement. While each expressed doubt that this provision applied, both confirmed that they had "voluntarily delivered" these 135 shares to BALC.

In January 2019, BALC and LBP executed a settlement agreement. In it, BALC sold the 135 shares to LBP and assigned its rights to its judgment against Brown and Wood for $435,000. Following execution of this agreement, BALC notified Brown and Wood via a notice filed in the lawsuit that led to BALC's judgment that it planned to deliver the 135 shares to LBP and assign to LBP all right, title, and interest it had in those shares. It directed Brown and Wood to object to the transfer within ten days. BALC and LBP jointly moved the trial court to approve the transfer, and they served notice of this motion on Brown and Wood. It then noticed a hearing on this motion, again informing Brown and Wood.

In February 2019, the trial court entered an order approving the transfer. Each received notice, and neither objected at any point during this process. Neither moved to intervene, moved for rehearing, or appealed the trial court's ruling.² Following

the order's issuance, BALC assigned its judgment to LBP and delivered the 135 shares to LBP, who canceled them. Soon after, the judgment lien LBP bought from BALC expired.

Before this expiration, a second judgment creditor obtained a judgment against Brown and Wood exceeding $1 million. In December 2019, ROP bought that judgment and filed its own judgment lien, which had priority over LBP's (assigned, but now expired) judgment lien. ROP moved to intervene in these proceedings supplementary that LBP initiated against Brown and Wood. ROP identified property that the trial court could apply to satisfy its purchased judgment. This included the 135 shares LBP bought from BALC.

Before and at the evidentiary hearing, LBP argued that Brown and Wood waived their right to argue that they had not transferred their shares to BALC. It highlighted their persistent failure, despite regular notification, to object to BALC's transfer of the 135 shares to LBP. Under these circumstances, it insisted that Brown and Wood could not now claim that BALC had merely been holding those shares while they tried to negotiate their return. In the trial court's initial order, it failed to rule on LBP's waiver defense. In its amended final order, it rejected the defense without explanation. Based on the evidentiary record, this was error.

III.

Waiver is "the voluntary and intentional relinquishment of a known right or conduct which implies the voluntary and intentional relinquishment of a known right." Raymond James Fin. Servs., Inc. v. Saldukas, 896 So. 2d 707, 711 (Fla. 2005) (citing Major League Baseball v. Morsani, 790 So. 2d 1071, 1077 n.12 (Fla. 2001)). "The elements of waiver are: (1) the existence at the time of the waiver of a right, privilege, advantage, or benefit which may be waived; (2) the actual or constructive knowledge of the right; and (3) the intention to relinquish the right." Zurstrassen v. Stonier, 786 So. 2d 65, 70 (Fla. 4th DCA 2001) (quoting Leonardo v. State Farm Fire & Cas. Co., 675 So. 2d 176, 178 (Fla. 4th DCA 1996)). “Waiver may be express, or implied from conduct or acts that lead a party to believe a right has been waived," and "[a] party may waive any rights to which he is legally entitled." Taylor v. Kenco Chem. & Mfg. Corp., 465 So. 2d 581, 587 (Fla. 1st DCA 1985); Thomas N. Carlton Est. v. Keller, 52 So. 2d 131, 133 (Fla. 1951). The acts and circumstances surrounding an implied waiver "must make out a clear case.” Kirschner v. Baldwin, 988 So. 2d 1138, 1142 (Fla. 5th DCA 2008) (citing Woodlands Civic Ass'n v. David W. Darrow, D.C., P.A., 765 So. 2d 874, 877 (Fla. 5th DCA 2000)). And the time in which a party has declined to exercise a right matters to this determination. See Cnty. of Brevard v. Miorelli Eng'g, Inc., 703 So. 2d 1049, 1052 n.4 (Fla. 1997) (Anstead, J., concurring in part and dissenting in part) ("Waiver does not arise from forbearance for a reasonable time, but may be inferred from conduct or acts 'putting one off his guard and leading him to believe that a right has been waived." (quoting Gilman v. Butzloff, 22 So. 2d 263, 265 (Fla. 1945))); Zurstrassen, 786 So. 2d at 70 ("[W]hile forbearance for a reasonable time alone cannot constitute waiver, . conduct leading one to believe that a right has been waived may imply such a waiver."). In Kirschner, the Fifth District found no waiver when there was no objection for a few weeks to Baldwin's construction of a garage. 988 So. 2d at 1142-

43. By contrast, Brown's and Wood's silence lasted years.

IV.

Under the unique factual circumstances in this case, Brown and Wood waived their right to contend that they did not transfer their combined 135 shares to BALC, who then assigned those shares to LBP. While much of Brown's and Wood's waiver arises from their repeated failure to object to this transfer, not all of it does. Brown and Wood both sent notices to LBP that the voluntary delivery of their shares to BALC might implicate the LBP shareholder agreement's involuntary transfer provision. While these notices were equivocal, Brown's and Wood's subsequent conduct did nothing but affirm their stated suspicion that an involuntary transfer had, in fact, occurred. Despite being notified at every critical stage of the process, both sat silent and raised no objection to BALC's transfer of their shares to LBP. This included a specific notice of an opportunity to object, a motion for the trial court to approve the transfer, a notice of hearing, and an order granting the motion. LBP then canceled the certificates, again without even a whisper from Brown and Wood. As it related to his shares, Wood's silence lasted nearly a decade. And Brown and Wood only spoke up after they had arranged a separate deal to sell their shares to satisfy ROP's judgment against them. Under these circumstances, the trial court erred by ruling that LBP's waiver defense failed.

V.

We therefore conclude that because Brown and Wood waived any right to assert they had not transferred 135 LBP shares in 2019, ROP cannot collect on its judgment by executing on this property. ROP can, however, execute on Brown's remaining seventy LBP shares. Wood is not entitled to management fees because he had no shares at the time LBP distributed what the trial court concluded were disguised dividends. We remand for the trial court to recalculate Brown's dividends based on our decision.

AFFIRMED in part; REVERSED in part; and REMANDED.

WOZNIAK and WHITE, JJ., concur.

Christopher V. Carlyle and John N. Bogdanoff, of The Carlyle Appellate Law Firm, Orlando, and Eric S. Mashburn, of Law Office of Eric S. Mashburn, P.A., Winter Garden, for Appellant.

Matthew D. Baylor and Jason M. Ellison, of Ellison | Lazenby, Saint Petersburg, for Appellee.

NOT FINAL UNTIL TIME EXPIRES TO FILE MOTION FOR REHEARING

AND DISPOSITION THEREOF IF TIMELY FILED