final until disposition of timely filed motion for rehearing.
Appeal from the Circuit Court for Miami-Dade County Lower
Tribunal No. 14-22598, John W. Thornton, Jr., Judge.
Burlington, P.L., and Robert K. Burlington and Daniel F.
Blonsky, for appellant.
Piper LLP, and Ryan D. O'Quinn and Michael A. Greenfield,
ROTHENBERG, SALTER, and FERNANDEZ, JJ.
Housing by Dayco Corporation ("UHDC") appeals the
trial court's entry of a final summary judgment in favor
of Rogelio Foch ("Foch"), as guardian of the person
and property of Redovaldo Foch,  on UHDC's breach of
contract and unjust enrichment claims. For the reasons that
follow, we affirm.
17, 2013, Foch entered into a Memorandum of Agreement
("MOA") with Dayco Properties, LLP
("Dayco"). Pursuant to Article II of the MOA, Dayco
was required to file the Articles of Organization for a new
development company, obtain financing to construct a fifteen
story student housing complex, and obtain a payment and
performance bond in favor of the development company.
Contemporaneous with Dayco's funding of the construction
loan, the MOA obligates Foch to transfer title of real
property owned by Foch's ward ("the Guardianship
Property") to the new development company. However, on
June 28, 2013, prior to forming and filing the Articles of
Organization for a development company or obtaining the
funding required under the MOA, Dayco purportedly assigned
its interest in the yet to be formed development company to
3, 2013, Luis D'Agostino, the sole shareholder and sole
director of UHDC, filed the Articles of Organization of the
new development company, the Suites at University City, LLC
("The Suites"). Neither Dayco nor UHDC has provided
the funding for the project, as required by the MOA.
the failure of either Dayco or UHDC to fund the construction
project, UHDC demanded that Foch convey the Guardianship
Property to The Suites and invoked Article III of the MOA,
which permits Dayco or, based on the assignment, UHDC to
"dispose" of its membership interest in the
development company, The Suites, and to require Foch to
likewise "dispose" of his membership interest in
The Suites. Foch refused to convey the Guardianship Property
to The Suites based on, among other grounds, Dayco's
and/or UHDC's failure to fund the construction of the
September 2, 2014, UHDC filed suit against Foch, and in its
second amended complaint sought specific performance of the
MOA based on Foch's failure to convey the Guardianship
Property to The Suites. In the alternative, UHDC pled an
unjust enrichment claim based upon the alleged benefit UHDC
claims Foch has received as a result of UHDC's efforts
regarding the project. Foch filed a motion for summary
judgment on all of UHDC's claims, arguing, among other
things, that: (1) UHDC lacked standing to bring a breach of
contract action; (2) Foch was not obligated to transfer the
Guardianship Property because UHDC failed to comply with
conditions precedent in the MOA; and (3) UHDC's claim for
unjust enrichment fails because Foch did not receive any
benefit from UHDC.
trial court, interpreting the MOA, found that "the sine
qua non of [Foch's] performance under the MOA was the
conveyance of real property contingent upon performance of
the enumerated specified conditions precedent by Dayco for
purposes of complying with the requirements of the Capital
Contribution provisions of the MOA." However, instead of
filing the Articles of Organization for The Suites and
performing its capital contribution obligations by securing
funding for the project, Dayco assigned its interests to
UHDC. The trial court also found that the purported
assignment from Dayco to UHDC was invalid because, at the
time of the assignment, Dayco's interest in The Suites
did not exist and UHDC had not been created. Accordingly, the
trial court concluded that Dayco never performed its
obligations under the MOA and that UHDC lacked standing to
bring this suit. The trial court additionally found that UHDC
could not prevail on its unjust enrichment claim because all