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Arcadia Development LLC v. Winn-Dixie Stores, Inc.

United States District Court, M.D. Florida, Fort Myers Division

December 28, 2017

ARCADIA DEVELOPMENT LLC, Plaintiff,
v.
WINN-DIXIE STORES, INC. and WINN-DIXIE STORES LEASING, LLC, Defendants.

          OPINION AND ORDER[1]

          SHERI POLSTER CHAPPELL UNITED STATES DISTRICT JUDGE.

         This matter comes before the Court on Defendants' Motion to Dismiss Amended Complaint for Lack of Standing (Doc. 20) filed on November 3, 2017. Plaintiff filed a Response in Opposition (Doc. 31) on November 20, 2017. For the reasons set forth below, the Motion is denied.

         BACKGROUND

         Plaintiff Arcadia Development LLC (Arcadia) brings a one-count Amended Complaint for breach of a commercial lease agreement. (Doc. 12). At all relevant times, Arcadia was the owner and landlord of commercial property located in Arcadia, Florida (the Premises), which was leased to Winn-Dixie. (Id. at ¶ 8). Arcadia was not always Winn-Dixie's landlord. Winn-Dixie Stores, Inc. first began leasing the Premises in 1992 when it entered into a written lease agreement with Arcadia's predecessors-in-interest on October 1, 1992 (the Lease).[2] (Id. at ¶¶ 9-10). Plaintiff has attached a copy of the 1992 Lease to the Amended Complaint as Exhibit A. (Docs. 12-2 - 12-6). Plaintiff has also attached copies of the Assignment and Assumption of Leases, which Plaintiff states shows that the prior owner/landlord assigned all of its rights, title, and interest in the Lease to Carnegie Companies, Inc. (Carnegie), after which Carnegie assigned all of its rights, title, and interest in the Lease to Arcadia. (Doc. 12, ¶ 9; Doc. 12-8).

         Winn-Dixie terminated its business operations at the Premises in or about February 2015, but retained control of the Premises until the Lease terminated pursuant to its terms on April 30, 2017. (Doc. 12, ¶¶ 21-23). Plaintiff alleges that during this two-year period, Winn-Dixie allowed the Premises to fall into a state of disrepair, in contravention of the Lease terms, resulting in over $600, 000 in damages. (Id. at ¶ 37).

         DISCUSSION

         Defendants move to dismiss the Amended Complaint for lack of subject matter jurisdiction pursuant to Fed. R. Civ. P. 12(b)(1) because Plaintiff lacks standing. Specifically, Defendants argue that Plaintiff has failed to allege that the Lease was properly assigned from 1992 until the present such that Arcadia would have a proper interest in the Lease. Defendants point to the 1992 Lease Agreement (Doc. 12-2), which Winn-Dixie entered into with Josef Strauss, Joanne R. Fox, Cheryl E. Stone, and successor co-trustees of the Erna D. Strauss Grandchildren Trust. Defendants state that the Amended Complaint does not demonstrate the assignment of any interest from the Strauss Trust to any party, let alone Plaintiff or any predecessors. (Doc. 20, ¶ 10).

         Defendants mount a “facial” attack to the Court's subject matter jurisdiction (Doc. 20, ¶ 8). A facial attack challenges subject matter jurisdiction based on the allegations in the complaint, and the Court takes the allegations in the complaint as true in deciding the motion. Morrison v. Amway Corp., 323 F.3d 920, 924 n. 5 (11th Cir. 2003). The complaint may be dismissed for a facial lack of standing only “if it is clear that no relief could be granted under any set of facts that could be proved consistent with the allegations.” Jackson v. Okaloosa County, 21 F.3d 1531, 1536 n.5 (11th Cir.1994) (citation omitted).

         Under Florida law[3], an assignment generally transfers to the assignee all interest of the assignor under the assigned contract. See Livingston v. State Farm Mut. Ins. Co., 774 So.2d 716, 718 (Fla. 2d DCA 2000). “Generally, contract rights can be assigned unless they involve obligations of a personal nature or there is some public policy against the assignment or such assignment is specifically prohibited by the contract.” New Holland, Inc. v. Trunk, 579 So.2d 215, 217 (Fla. 5th DCA 1991) (citation omitted).

         Here, the Amended Complaint alleges that Arcadia is the owner and landlord of the Premises pursuant to the Lease to which the prior owner/landlord assigned all of its rights, title, and interest to Arcadia. (Doc. 12, ¶¶ 8-9). The Court will take the allegations as true for purposes of this Motion to Dismiss. Furthermore (and contrary to Defendants' assertions), the attachments to the Amended Complaint show assignments and assumptions of the Lease from the original parties to the 1992 Lease agreement, all the way to Arcadia. See Doc. 12-8. “A district court can generally consider exhibits attached to a complaint in ruling on a motion to dismiss, and if the allegations of the complaint about a particular exhibit conflict with the contents of the exhibit itself, the exhibit controls.” Hoefling v. City of Miami, 811 F.3d 1271, 1277 (11th Cir. 2016) (citation omitted). Thus, the Amended Complaint and the attached exhibits plausibly allege an assignment of all interest in the Lease to Plaintiff; therefore, the facial attack on the Court's subject matter jurisdiction is due to be denied.[4]

         Finally, Plaintiff states that there is a typographical error in paragraph 9 of the Amended Complaint as “Carnegie Companies, Inc.” should read “Carnegie Properties, Inc.” (Doc. 31, n.1). Plaintiff will be directed to file a Second Amended Complaint to correct this error.

         Accordingly, it is now

         ORDERED:

         (1) Defendants' Motion to Dismiss Amended Complaint ( ...


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