MANNY SEAFOOD CORPORATION

v.

THE CITY OF MIAMI

Third District Court of Appeal

State of Florida

Opinion filed November 22, 2023. Not final until disposition of timely filed motion for rehearing.

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No. 3D23-0357 Lower Tribunal No. 22-2926

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Manny Seafood Corporation,

Appellant,

vs.

The City of Miami,

Appellee. An Appeal from the Circuit Court for Miami-Dade County, Carlos Lopez, Judge. Coffey Burlington, P.L., and Jeffrey B. Crockett and David A. Freedman, for appellant. Victoria Méndez, City Attorney, and Kerri L. McNulty, Litigation & Appeals Division Chief, and Marguerite C. Snyder, Assistant City Attorney, for appellee. Before FERNANDEZ, SCALES and HENDON, JJ. SCALES, J. Appellant Manny Seafood Corporation (“Manny Seafood”) appeals a final order dismissing, with prejudice, Manny Seafood’s amended complaint for lack of standing. Manny Seafood’s amended complaint sought a declaration that appellee The City of Miami’s (the “City”) intended use of a parcel of waterfront property as a public park was prohibited by the terms of a July 22, 2010 Settlement Agreement entered into between the City and the Florida Department of Community Affairs.

Manny Seafood argued that the Settlement Agreement required the property to be used as working waterfront, and that the use of the property as a public park would violate the Settlement Agreement. After unsuccessfully seeking the State to enforce the Settlement Agreement, Manny Seafood brought the instant lawsuit seeking declaratory and injunctive relief. After conducting a January 25, 2023 hearing on the City’s motion to dismiss, the trial court entered a detailed, nine-page dismissal order, concluding that Manny Seafood lacked standing to enforce the terms of the Settlement Agreement.

While Manny Seafood owns property near the subject City property, Manny Seafood nevertheless is a stranger to the Settlement Agreement. In fact, the Settlement Agreement specifically states that it is not intended to benefit any person or entity who is not a party to the agreement.¹ It is well settled that, unless a non-party is an intended third-party beneficiary to a contract, the non-party lacks standing to enforce the agreement. Taylor Woodrow Homes Fla., Inc. v. 4/46-A Corp., 850 So. 2d 536, 544 (Fla. 5th DCA 2003) (“A third party may sue under a contract as an intended third party beneficiary only if the parties express, or the contract clearly expresses, the intention to primarily and directly benefit the third party.”); see Venezia Lakes Homeowners Ass’n v. CSX Transp., Inc., 43 So. 3d 93, 95 (Fla. 3d DCA 2010) (observing that the subject agreement expressly excluded third-party beneficiaries, and declaring: “Under Florida Law, a third party is considered a beneficiary of the contract only if the contracting parties intended to primarily and directly benefit the third party.”). Relying on the definition of “aggrieved and adversely affected party” contained in section 163.3215 of the Florida Statutes,2 Manny Seafood