final until disposition of timely filed motion for rehearing.
Appeal from the Circuit Court for Miami-Dade County Lower
Tribunal No. 13-4048, Stanford Blake and Barbara Areces,
& Rodriguez, P.A., and Javier J. Rodriguez, Johanna
Castellon-Vega, and Freddy X. Muñoz, for appellant.
Kahle & Kress, P.A., and Lloyd R. Schwed and Douglas A.
Kahle (Palm Beach Gardens), for appellee.
ROTHENBERG, C.J., and SALTER and SCALES, JJ.
Appellant, plaintiff below, Flatirons Bank
("Flatirons") appeals the trial court's final
judgment in favor of Appellee, defendant below, The Alan W.
Steinberg Limited Partnership ("Steinberg"). We
affirm because the trial court's determination that
Steinberg was not unjustly enriched is supported by
competent, substantial evidence; and because Flatirons's
unjust enrichment claim against Steinberg was filed beyond
the applicable statute of limitations. Further,
Flatirons's claim under the Colorado civil theft statute
was properly dismissed.
somewhat complicated, the relevant facts are not in dispute.
Flatirons is a small community bank located in Boulder,
Colorado. In early 2009, Flatirons's former board
chairman and president, Mark Yost, arranged for Flatirons to
issue bogus lines of credit which enabled Yost to steal
approximately $3, 845, 000.00 from Flatirons.
discovered Yost's fraud in August of 2010. In March of
2012, Flatirons's resulting investigation revealed that,
on January 20, 2009, Yost transferred $1, 000, 000.00 from
one of the bogus lines of credit to an account at Elevations
Credit Union in Colorado. The Elevations account receiving
the funds was owned by ICP II LP, an entity controlled by
on January 20, 2009, Yost transferred the sum of $1, 050,
000.00 from the ICP II LP account at Elevations to another
account at Elevations owned by the Yost Partnership. The Yost
Partnership was a Colorado limited partnership that operated
from October of 1991 until August of 2010. The Yost
Partnership was an investment vehicle controlled by Yost.
Limited partners of the Yost Partnership invested cash into
the Yost Partnership with the expectation that their
investments would be responsibly managed by Yost and would
realize positive returns.
that same day on January 20, 2009, the Yost Partnership
transferred $1, 000, 000.00 from the Yost Partnership
account, through an account at Merrill Group in New York, to
a Florida bank account owned by Steinberg. Steinberg is a New
York limited partnership that also was a limited partner and
investor in the Yost Partnership. From January of 2000 through
January of 2004, Steinberg invested a total of $2, 200,
000.00 into the Yost Partnership.
turns out, not only was Yost embezzling funds from Flatirons,
he was grossly misleading the Yost Partnership investors and
limited partners regarding the status of their investments.
For example, in 2005, the total assets for the Yost
Partnership were approximately $11, 500, 000.00, but were
reported to investors at over $30, 000, 000.00. In January of
2009, total Yost Partnership assets were approximately $1,
200, 000.00, but were reported at over $28, 000, 000.00.
on January 20, 2009, the date on which the Yost Partnership
transferred $1, 000, 000.00 to Steinberg, the actual value of
Steinberg's interest in the Yost Partnership was only
$138, 179.90 - a far cry from the $2, 200, 000.00 Steinberg
had invested in the Yost Partnership.
to recoup some of the stolen funds, on February 1, 2013,
Flatirons filed a three-count complaint against Steinberg in
the Miami-Dade Circuit Court. Flatirons alleged that: (i)
Steinberg was unjustly enriched by Yost's conduct (Count
I); (ii) under Colorado's civil theft statute, Steinberg
was required to repay the $1, 000, 000.00 to Flatirons (Count
II); and (iii) Steinberg had converted Flatirons's funds
and was therefore liable to Flatirons (Count III).
trial court dismissed Flatirons's statutory and
conversion claims. The case proceeded to a bench trial on
Flatirons's unjust enrichment claim, and Steinberg's
two principal affirmative defenses to same (that
Flatirons's claim was barred by Florida's four-year
statute of limitations and that Flatirons had unclean hands).
the trial, the trial court made several findings of fact:
- Flatirons and Steinberg had no relationship with each
- Steinberg received the $1, 000, 000.00 in good faith and
without knowledge of Yost's fraud;
- Upon receiving the $1, 000, 000.00 transfer, Steinberg
actually suffered a net loss of approximately $1, 200, 000.00
as a result of the Yost Partnership's fraud and
- As a result of Steinberg's investment into the Yost
Partnership, Steinberg had paid adequate consideration for
the $1, 000, 000.00 that the Yost Partnership transferred to
- Flatirons conferred no direct benefit on Steinberg.
the trial court entered final judgment for Steinberg,
determining that Flatirons failed to establish its unjust
enrichment claim against Steinberg. The trial court also
determined that Flatirons's unjust enrichment claim
against Steinberg was barred by Florida's four-year
statute of limitations. Flatirons timely appealed this final
judgment, including the trial court's earlier dismissal
of Flatirons's claim under Colorado's civil theft
Standard of Review
review de novo both the trial court's dismissal of
Flatirons's statutory civil theft claim and the trial
court's determination that Flatirons's unjust
enrichment claim was barred by Florida's statute of
limitations. Saltponds Condo. Ass'n, Inc. v.
Walbridge Aldinger Co., 979 So.2d 1240, 1241 (Fla. 3d
DCA 2008). We review the trial court's findings of fact
regarding Flatirons's unjust enrichment claim to
determine whether those findings are supported by competent,
substantial evidence. Reimbursement Recovery, Inc. v.
Indian River Mem'l Hosp., Inc., 22 So.3d 679, 682
(Fla. 4th DCA 2009).
Flatirons's claim based on Colorado's civil theft
trial court dismissed Flatirons's claim under
Colorado's civil theft statute,  holding that Colorado's
civil theft statute was inapplicable to claims based
primarily on activity occurring in Florida. The trial court
reasoned that because the Florida Legislature has enacted a
civil theft statute,  Florida's statute - rather than
Colorado's - would apply because Flatirons's claim
against Steinberg was premised entirely upon Steinberg's
receipt of the stolen funds occurring exclusively in
appeal, Flatirons argues that the trial court erred by not
applying Florida "conflict of laws" tort
jurisprudence to determine which civil theft statute applied.
Flatirons argues that the trial court should have performed
the "significant relationships test" required by
Bishop v. Florida Specialty Paint Co., 389 So.2d 999
(Fla. 1980) (adopting the significant relationships test to
determine which forum's law applies in a tort action
brought in Florida); and that, had the trial court correctly
applied the Bishop test, Colorado's civil theft
statute would govern Flatirons's claim because Colorado,
rather than Florida, has the most significant relationships
to the occurrence and the parties.
record reflects that the trial court reviewed the four
corners of Flatirons's complaint, along with its
extensive exhibits, in search of a nexus between the state of
Colorado and Flatirons's claim against Steinberg. We
engage in the same exercise, de novo, Morejon v. Mariners
Hosp., Inc., 197 So.3d 591, 593 (Fla. 3d DCA 2016), and
agree with the trial court. While Yost's theft of
Flatirons's funds may have occurred in Colorado,
nothing alleged in Flatirons's complaint or
reflected in its exhibits, reveals any conduct,
activity or omission by Steinberg that would warrant
subjecting Steinberg to a Colorado statutory cause of action.
Because Flatirons's complaint is devoid of allegations
establishing any nexus between Steinberg and
Colorado, we need not speculate on what allegations may be
sufficient to require a party, in a Florida state court, to
defend against another state's purely statutory cause of
action. Suffice to say that when, as here, a complaint is
devoid of allegations of conduct, activities or omissions
occurring in another state, a Florida trial court has no
basis to subject a defendant to a cause of action created by
another state's legislature.
dissent adopts Flatirons's argument and suggests that the
trial court reversibly erred by not conducting the
significant relationships test established in
Bishop. See dissenting opinion at 18.
Bishop holds that, in a personal injury case, the
law of the state where the injury occurred generally
determines the rights and liabilities of the parties, except
that the law of another state will govern a particular issue
in the case if that other state has a more significant
relationship to that issue. Bishop, 389 So.2d at
neither provides authority that would expand
Bishop's significant relationships test to a
cause of action based on a state statutory remedy nor
provides authority that would expand Bishop's
significant relationships test to a contract action.
Flatirons mis-focuses its analysis on Yost's fraudulent
conduct occurring in Colorado, rather than on Steinberg's
innocent conduct resulting from its contractual relationship
with the Yost Partnership, i.e., its receipt of funds in
Florida. Absent at least some controlling, or even
persuasive, authority, we are not inclined to subject a
Florida defendant to another state's civil theft statute
when there is no allegation or inference that the Florida
defendant undertook (or omitted) any activity in the other
state; and of further consideration, when Florida maintains
its own civil theft statute.
Flatirons's unjust enrichment claim
conducting an extensive evidentiary hearing on
Flatirons's unjust enrichment claim, the trial court
entered a detailed final judgment in Steinberg's favor.
Essentially, the trial court found that Flatirons had failed
to establish the elements of unjust enrichment. We affirm because
the trial court's findings are supported by competent,
substantial evidence. Specifically, the record supports the
trial court's factual finding that Steinberg had no
knowledge that the sums it received on January 20, 2009, were
tainted in any way, or, for that matter, originated from
Flatirons. Thus, the trial court correctly determined that
Flatirons had not established that Steinberg knowingly and
voluntarily accepted any direct benefit conferred upon it by
Flatirons. E & M Marine Corp. v. First Union
Nat'l Bank, 783 So.2d 311, 312-13 (Fla. 3d DCA
2001); Coffee Pot Plaza P'ship v. Arrow Air
Conditioning & Refrigeration, Inc., 412 So.2d 883,
884 (Fla. 2d DCA 1982); Nursing Care Servs., Inc. v.
Dobos, 380 So.2d 516, 518 (Fla. 4th DCA
and alternately, the trial court held that Flatirons's
unjust enrichment claim was precluded by Florida's
four-year statute of limitations. The trial court concluded
that Flatirons's cause of action accrued on January 20,
2009, when the Yost Partnership transferred the funds to
Steinberg's Florida account. Flatirons's filed its
complaint on February 1, 2013, more than four years after the
alleged benefit was conferred.
statute of limitations for an unjust enrichment claim begins
to run at the time the alleged benefit is conferred and
received by the defendant. Beltran, M.D., 125 So.3d
at 859; Barbara G. Banks, P.A. v. Thomas D. Lardin,
P.A., 938 So.2d 571, 577 (Fla. 4th DCA 2006);
Swafford v. Schweitzer, 906 So.2d 1194, 1195-96
(Fla. 4th DCA 2005).
did below, Flatirons argues on appeal that, because its cause
of action against Steinberg was "founded upon fraud,
" Florida's delayed discovery doctrine applies, and
the statute of limitations did not begin to run until
Flatirons knew or should have known of Yost's theft,
which at the earliest occurred in August of 2010. While a
feature of Flatirons's unjust enrichment claim might have
been Yost's fraud and deceit, Flatirons's unjust
enrichment claim against Steinberg is not
"founded upon fraud" so as to implicate
Florida's delayed discovery doctrine.Further, our
Supreme Court has made clear that the delayed discovery
doctrine is inapplicable to extend the limitations period for
unjust enrichment claims. Davis v. Monahan, 832
So.2d 708 (Fla. 2002); Brooks Tropicals, Inc. v.
Acosta, 959 So.2d 288, 296 (Fla. 3d DCA
2007). Therefore, the trial court correctly
ruled that Flatirons's unjust enrichment claim was barred
by Florida's four-year statute of limitations.
trial court properly dismissed Flatirons's statutory
claim against Steinberg and correctly ruled that
Flatirons's unjust enrichment claim was precluded by
Florida's statute of limitations. Additionally, the trial
court's factual findings regarding Flatirons's unjust
enrichment claim are supported by competent, substantial
SALTER, J., concurs.
ROTHENBERG, C.J. (dissenting).
Bank ("Flatirons"), a Colorado bank and the
plaintiff below, appeals: (1) the trial court's order
dismissing Count II of the amended complaint, which asserts a
claim for civil theft under Colorado's rights in stolen
property statute, Colo. Rev. Stat. §18-4-404 (2013),
against the defendant below, the Alan W. Steinberg Limited
Partnership ("Steinberg"); and (2) a final judgment
entered in favor of Steinberg following a non-jury trial as
to Flatirons' claim for unjust enrichment pled in Count I
of the amended complaint. As will be demonstrated in this
dissent, the trial court clearly erred by dismissing Count II
and by entering final judgment in favor of Steinberg as to
the trial court erred by dismissing Count II without first
performing a conflict of laws analysis, which requires the
court to determine which state has the most significant
relationship to the matter and, thus, which state's law
should be applied. The majority attempts to cure this obvious
error, but it too has erred because it has failed to follow
clear precedent from the Florida Supreme Court and this Court
specifying the analysis that must be performed and instead
applies its own test. The record, however, reflects that had
the requisite analysis been performed, the unassailable
conclusion would have been that Colorado has the most
significant relationship to the matter, and therefore,
Colorado law should be applied. And, under Colorado law,
Flatirons has a viable "rights in stolen property"
claim. Second, as to Count I, Flatirons' unjust
enrichment claim, the majority affirms the trial court's
findings that Flatirons failed to meet its burden of proof
and that Flatirons' unjust enrichment claim is precluded
by Florida's statute of limitations. I respectfully
disagree as to both findings.