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University Housing by Dayco Corp. v. Foch

Florida Court of Appeals, Third District

May 17, 2017

University Housing by Dayco Corp., Appellant,
v.
Rogelio Foch, etc., Appellee.

         Not final until disposition of timely filed motion for rehearing.

         An Appeal from the Circuit Court for Miami-Dade County Lower Tribunal No. 14-22598, John W. Thornton, Jr., Judge.

          Coffey Burlington, P.L., and Robert K. Burlington and Daniel F. Blonsky, for appellant.

          DLA Piper LLP, and Ryan D. O'Quinn and Michael A. Greenfield, for appellee.

          Before ROTHENBERG, SALTER, and FERNANDEZ, JJ.

          ROTHENBERG, J.

         University 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, [1] on UHDC's breach of contract and unjust enrichment claims. For the reasons that follow, we affirm.

         BACKGROUND

         On May 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 UHDC.

         On July 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.

         Despite 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 project.

         On 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.[2]

         The 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 ...


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