Sammie Investments v. Strategica Capital Associates , 247 So. 3d 596 ( 2018 )


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  •        Third District Court of Appeal
    State of Florida
    Opinion filed May 9, 2018.
    Not final until disposition of timely filed motion for rehearing.
    ________________
    No. 3D17-2052
    Lower Tribunal No. 17-14434
    ________________
    Sammie Investments, LLC, a Florida Limited Liability Company,
    Appellant,
    vs.
    Strategica Capital Associates, Inc.,
    Appellee.
    An Appeal from a non-final order from the Circuit Court for Miami-Dade
    County, Barbara Areces, Judge.
    Borowski & Traylor, P.A., and T.A. Borowski, Jr., and Darryl Steve
    Traylor, Jr., (Pensacola), for appellant.
    Pathman Lewis, LLP, and Aaron W. Tandy, and John A. Moore, for
    appellee.
    Before SALTER, EMAS, and LINDSEY, JJ.
    LINDSEY, J.
    Sammie Investments, LLC appeals the trial court’s order granting Strategica
    Capital Associates, LLC’s motion for temporary injunctive relief rendered in this
    breach of contract action. The order directed Sammie to turn over $200,000 of the
    proceeds derived from the sale of real property to its counsel to be held in its
    counsel’s trust account pending further order of the trial court. Because irreparable
    harm does not exist and Strategica has an adequate remedy at law, we reverse the
    entry of the temporary injunction.
    I.    BACKGROUND
    Strategica sued Sammie and its manager, Mary Moulton, in a six-count
    complaint filed on June 15, 2017. Stategica brought three counts against Sammie
    for breach of contract, two counts against Ms. Moulton for misrepresentation and
    unjust enrichment, and one count against Sammie and Ms. Moulton for declaratory
    judgment. Thereafter, on June 21, 2017, Strategica filed a verified emergency
    motion for injunctive relief on the basis it provided services and advanced funds on
    behalf of Sammie and its affiliated companies and entities (the “Moulton entities”)
    in exchange for a twenty percent interest in the profits of Sammie. Strategica
    claimed that Sammie’s only asset was its investment in and co-manager position of
    9 Mile-NF Joint Venture LLC (“9 Mile”). 9 Mile was purportedly poised to sell
    real property (the “9-Mile property”) and Strategica sought the entry of an
    injunction to prohibit Sammie from distributing the proceeds of that sale.
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    Seven days later, Sammie filed a response asserting it did not agree to grant
    Strategica an interest in twenty percent of the gross amount it received and argued
    that a profits interest in it is separate and distinct from a twenty percent assignment
    of the proceeds of its interest in 9 Mile. Ms. Moulton filed an affidavit in support
    of Sammie’s response, stating that no written agreement was ever executed by the
    parties.
    Although Sammie conceded that Strategica advanced $75,000 for the benefit
    of the Moulton entities, it claimed substantial factual disputes existed as to the
    alleged agreement’s terms, performance, and remedies. Sammie also asserted it
    has other ongoing business activities.        As such, Strategica contended, even
    assuming Sammie is correct, there is no basis for the entry of a temporary
    injunction because money damages provide an adequate remedy at law and
    irreparable harm does not exist where the potential loss is compensable by money
    damages.
    On August 3, 2017, the trial court held an evidentiary hearing on
    Strategica’s injunction motion.1 The trial court considered an engagement letter
    1 Prior to the hearing, on July 3, 2017, Strategica filed an amended complaint,
    adding claims against Sammie for breach of implied contract at law and the
    imposition of a constructive trust over the funds which correspond to twenty
    percent of the profit interest received by Sammie from the sale of the 9 Mile
    property and the other amounts due to Strategica under the parties’ alleged
    agreement. However, the order entered by the trial court makes no mention of the
    constructive trust claim. As such, we decline to address this theory.
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    and a supplemental agreement from September 2015, neither of which is signed
    by, or mentions Sammie, as well as emails from November of 2015.                The
    engagement letter from Strategica was addressed to Ms. Moulton and James C.
    Moulton, who signed the letter as President of Moulton Properties, Inc. and
    affiliates. The supplemental agreement was allegedly between Strategica and the
    Moulton Entities. The emails include an exchange between Strategica’s executive
    vice president, Steven Cook, and its counsel. Mr. Cook testified that although
    Strategica exchanged drafts with Sammie, they never reached an agreement on the
    disposition of the proceeds of the sale of the 9 Mile property. He further testified
    that based on the 9 Mile property closing statement, Strategica is owed “slightly
    over $200,000” from the sale. Mr. Cook also opined that Sammie did not have
    operations other than this investment in 9 Mile.
    Thereafter, on August 29, 2017, the trial court entered the order granting
    Strategica’s motion for temporary injunctive relief, wherein the trial court found
    that Strategica satisfied its burden of showing:
    a. the likelihood of irreparable harm and the
    unavailability of an adequate remedy at law based on
    the testimony presented regarding the limited
    resources and operations of [Sammie];
    b. a substantial likelihood of success on the merits based
    on the testimony presented regarding the contract
    formed between [Strategica] and [Sammie];
    c. that the threatened injury to [Strategica] outweighs
    any possible harm to the [Sammie], and
    d. that the granting of the preliminary injunction will not
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    disserve the public interest.
    In its order, the trial court directed Sammie to “immediately deliver up to
    $200,000.00 of the proceeds derived from the sale [the 9-Mile property] to its
    counsel . . . to be held in counsel’s trust account, until further order of the Court.”
    The trial court further required Strategica to obtain a $500 bond and set this
    minimal amount based on Strategica’s likelihood of success on the merits. This
    timely appeal follows.
    II.    JURISDICTION
    This Court has jurisdiction to review the non-final order granting temporary
    injunctive relief pursuant to Florida Rule of Appellate Procedure 9.030(b)(1)(B).
    See also Fla. R. App. P. 9.130(a)(3)(B) (authorizing district courts of appeal to
    review non-final orders that “grant, continue, modify, deny, or dissolve
    injunctions, or refuse to modify or dissolve injunctions.”).
    III.   STANDARD OF REVIEW
    “The standard of review of trial court orders on requests for temporary
    injunctions is a hybrid. To the extent the trial court’s order is based on factual
    findings, we will not reverse unless the trial court abused its discretion; however,
    any legal conclusions are subject to de novo review.” Bookall v. Sunbelt Rentals,
    Inc., 
    995 So. 2d 1116
    , 1117 (Fla. 4th DCA 2008) (emphasis added) (citations
    omitted). “Although a trial court has broad discretion in granting injunctive relief,
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    it is an extraordinary remedy that requires a clear legal right, free from reasonable
    doubt.” Meritplan Ins. Co. v. Perez, 
    963 So. 2d 771
    , 776 (Fla. 3d DCA 2007)
    (internal quotations omitted).
    IV.   ANALYSIS
    To establish entitlement to a temporary injunction, the moving party must
    show “the likelihood of irreparable harm; the unavailability of an adequate remedy
    at law; the substantial likelihood of success on the merits; the threatened injury to
    the petitioner outweighs the possible harm to the respondent; and the granting of
    the temporary injunction will not disserve the public interest.” Chevaldina v.
    R.K./FL Mgmt., 
    133 So. 3d 1086
    , 1089 (Fla. 3d DCA 2014).               Moreover, a
    temporary injunction “should be granted only sparingly and only after the moving
    party has alleged and proved facts entitling it to relief.” 
    Id.
     (quoting Liberty Fin.
    Mortg. Corp. v. Clampitt, 
    667 So. 2d 880
    , 881 (Fla. 2d DCA 1996)). The party
    seeking an injunction has the burden of providing competent, substantial evidence
    satisfying each element. See SunTrust Banks, Inc. v. Cauthon & McGuigan, PLC.,
    
    78 So. 3d 709
    , 711 (Fla. 1st DCA 2012).
    The trial court below based its finding of the likelihood of irreparable harm
    and the unavailability of an adequate remedy at law on the testimony presented
    regarding the limited resources and operations of Sammie. Specifically, the trial
    court reasoned that if Sammie does not “have any other assets based on the only
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    testimony provided, then there would be irreparable harm because there would be
    nowhere else from where to gain that money. Those monies are not set aside.” As
    such, the trial court concluded that “the most [it could do] is enjoin [Sammie] from
    somehow not disbursing or otherwise dissipating, [it] would say, $200,000 of
    whatever they obtain from the closing from that 9 Mile property. It has been
    dispersed [sic] to them. Hopefully, it’s still in an account somewhere.”
    Strategica has failed to meet its burden of proving that it will incur
    irreparable harm because it has no adequate remedy at law. As defined by this
    Court, “irreparable injury is injury that cannot be cured by money damages.”
    Lutsky v. Schoenwetter, 
    172 So. 3d 534
    , 534 (Fla. 3d DCA 2015) (citing Grove
    Isle Ass'n, Inc. v. Grove Isle Assocs., LLLP, 
    137 So. 3d 1081
    , 1092 (Fla. 3d DCA
    2014)). And, “[t]he test for unavailability of an adequate remedy at law, under
    these requirements, is ‘whether a judgment can be obtained, not whether, once
    obtained, it will be collectible.’” Lopez-Ortiz v. Centrust Sav. Bank, 
    546 So. 2d 1126
    , 1127 (Fla. 3d DCA 1989) (citations omitted).
    Here, even if Strategica is ultimately successful in establishing entitlement to
    the $75,000 purported loan or to twenty percent of Sammie’s profits from the sale
    of the 9 Mile property, it will only be entitled to an award of money damages.
    Strategica, therefore, has an adequate remedy at law to recover the disputed funds.
    Accordingly, because the injury Strategica is attempting to prevent is purely
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    monetary and can be cured by money damages, Strategica will not suffer
    irreparable harm.
    As this Court stated in Konover Realty associates, Ltd. v. Mladen:
    It is entirely settled by a long and unbroken line of
    Florida cases that in an action at law for money damages,
    there is simply no judicial authority for an order requiring
    the deposit of the amount in controversy into the registry
    of the court, or indeed for any restraint upon the use of a
    defendant's unrestricted assets prior to the entry of
    judgment. The rule has been specifically applied, as on
    general principles it must be, to an action like this one for
    the recovery of unsegregated earnest money, and is
    unequivocally not affected by the claim that recovery
    upon any subsequently-entered judgment may be made
    difficult by the dissipation or unreachability of the
    debtor's assets.
    
    511 So. 2d 705
    , 706 (Fla. 3d DCA 1987) (internal citations omitted); see also
    Leight v. Berkman, 
    483 So. 2d 476
    , 477 (Fla. 3d DCA 1986) (citations omitted)
    (“The law is unequivocally established that an injunction against the disposition of
    a defendant’s assets simply may not be granted upon the ground that their
    preservation is required to satisfy a subsequent money judgment.”); De Leon v.
    Aerochago, S.A., 
    593 So. 2d 558
    , 559 (Fla. 3d DCA 1992) (“Injunctive relief may
    not be used to enforce money damages, or to prevent any party from disposing of
    assets until an action at law for an alleged debt can be concluded.” quoting Hiles v.
    Auto Bahn Federation, Inc., 
    498 So. 2d 997
    , 998 (Fla. 4th DCA 1986)).
    V.    CONCLUSION
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    Because Strategica has suffered no irreparable injury that cannot be cured by
    money damages and an adequate remedy at law is available, we reverse the trial
    court’s order granting Strategica’s motion for temporary injunctive relief and
    remand for further proceedings consistent with this opinion.
    REVERSED AND REMANDED.
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