John S. and James L. Knight Foundation, Inc., a Florida not-for-profit corporation, Appellant,
Urban Philanthropies, Inc., et al., Appellees.
final until disposition of timely filed motion for rehearing.
Appeal from the Circuit Court for Miami-Dade County Lower
Tribunal No. 15-27945, John W. Thornton, Jr., Judge.
Sumberg Baena Price & Axelrod, LLP, and Michael N.
Kreitzer, Michael E. Strauch, and James J. Ward, for
Ittleman David & Joseph, and Christopher M. David,
Michael B. Kornhauser, and Jeffrey J. Molinaro, for
ROTHENBERG, C.J., and LAGOA and LOGUE, JJ.
S. and James L. Knight Foundation, Inc. ("the Knight
Foundation") appeals a final judgment in favor of Urban
Philanthropies, Inc., et al. (collectively, "the
defendants"), which the trial court entered pursuant to
three summary judgment orders. We find that there are
unresolved issues of material fact regarding whether the
parties formed or intended to form a charitable trust, and
thus, we reverse.
March 2001, the Collins Center for Public Policy ("the
Collins Center"), among others, submitted a grant
application for funding to the Knight Foundation, intending
to undertake a community development project for the benefit
of Overtown. The Knight Foundation awarded $3 million to the
Collins Center, with $1.5 million designated for the purchase
of real property by an independent nonprofit corporation
referred to as the "land trust."
land trust was created to acquire, hold, and facilitate the
development of land to benefit the community consistent with
the community's vision for redevelopment. In March 2002,
the Collins Center established South Florida Smart Growth
Land Trust, Inc. ("the Land Trust"), a non-profit
corporation, and the Land Trust subsequently purchased real
property with the grant funds. In 2013, after approximately a
decade of operation, the Land Trust's board of directors
voted to transfer, without consideration, all of the Land
Trust's properties to Urban Philanthropies, Inc.
("Urban"), a newly established non-profit
corporation. Urban subsequently sold all of the properties
and deposited the proceeds into an investment account and an
annuity owned and controlled by Urban, and instead of using
the money to acquire and hold land for the benefit and
development of the Overtown community, the money is allegedly
being used for other purposes contrary to the intent of the
December 2015, after allegedly learning about the Land
Trust's actions through the media, the Knight Foundation
filed suit against Urban and members of the Land Trust's
board of directors ("the individual defendants")
who had voted to transfer the property to Urban. In its
operative complaint, the Knight Foundation alleged breach of
fiduciary duty against the individual defendants, unjust
enrichment against Urban, and a resulting trust against all
of the defendants. As to the claims for breach of fiduciary
duty and unjust enrichment, the Knight Foundation sought as
relief the imposition of a constructive trust and an award of
compensatory damages. In three separately entered orders, the
trial court granted the defendants' motions for summary
judgment against the Knight Foundation's three claims.
The trial court entered a final judgment, and thereafter, the
Knight Foundation appealed.
review an order granting summary judgment de novo.
Volusia Cty. v. Aberdeen at Ormond Beach, L.P., 760
So.2d 126, 130 (Fla. 2000) ("Summary judgment is proper
if there is no genuine issue of material fact and if the
moving party is entitled to a judgment as a matter of
law."). On a motion for summary judgment, if the
evidence is conflicting or permits different reasonable
interpretations, the issue should be submitted to the trier
of fact. Moore v. Morris, 475 So.2d 666, 668 (Fla.
1985) ("A summary judgment should not be granted unless
the facts are so crystallized that nothing remains but
questions of law.").
dispositive issue before us in this case depends on the
interpretation of documents that allegedly demonstrate the
creation of a charitable trust. Although we always begin the
interpretation of a legal text by looking to the plain
meaning of its terms, if the text is ambiguous, it is
appropriate to look to extrinsic evidence to resolve the
ambiguity. See Mariani v. Mariani, 125 So.3d 222,
223 (Fla. 4th DCA 2013) (stating that "when the trust
instrument is ambiguous, the intent of the settlor may be
ascertained from extrinsic evidence"); Menck v.
Driscoll, 531 So.2d 1057, 1057 (Fla. 3d DCA 1988)
("[W]hen conflicting legal inferences, particularly
concerning the intent of the parties, may be drawn from an
ambiguous legal document, or as to the effect even ...