[Copyrighted Material Omitted]
from the Circuit Court for the Seventeenth Judicial Circuit,
Broward County; Sandra Perlman, Judge; L.T. Case Nos. CACE
14-020494 (02), CACE 14-020793 (04).
H. Osber of Conrad & Scherer LLP, Fort Lauderdale and Elliot
B. Kula, W. Aaron Daniel, and Ashley P. Singrossi of Kula &
Associates, P.A., Miami, for appellant.
A. Rynor and Loren H. Cohen of Mitrani, Rynor, Adamsky &
Toland, P.A., Miami Beach, for appellee.
Shoreline Foundation, Inc., ("Shoreline") appeals
an Amended Final Judgment entered following a jury verdict
in favor of appellee Victor Brisk. Brisk brought several
claims against Shoreline, his former employer, but prevailed
only on his count alleging breach of fiduciary duty stemming
from what he claims was a joint venture with Shoreline to
develop property in the Bahamas. Shoreline contends that the
evidence was insufficient to establish that a joint venture
existed, and also challenges the trial courts order denying
entitlement to attorneys fees under Floridas Blue Sky
Law. We agree on both issues and reverse.
We affirm all other issues raised on appeal and cross-appeal
October 2003, one of Shorelines principals approached Brisk
with an opportunity to invest in Hidden Hills, a townhome
development in the Bahamas. Shoreline was developing Hidden
Hills in conjunction with a Bahamian entity called P & P.
Brisk was given the opportunity to purchase: (1) a 15%
ownership interest in seven of the townhome units Shoreline
would own; and (2) 15% ownership interest in the 50% of P &
Ps shares in the Hidden Hills Project that Shoreline would
own. The parties entered into a written agreement called a
"Partial Assignment" that assigned Brisk the above
ownership interests. Brisk was not a party to the Hidden
Hills Contract between Shoreline and P & P, but the Partial
Assignment established Brisk knew about the Hidden Hills
5. Acknowledgement. Brisk acknowledges that he is fully
acquainted with the condominium project which is the subject
of this agreement and that he will actively
participate in the development of the project.
record shows Brisk was indeed aware of the Hidden Hills
Projects status because he was employed by Shoreline as its
Controller. There is no mention of Brisks duties or
authority, nor is there any mention of a joint venture or
partnership between Brisk and Shoreline contained in the
the next five years, Brisk continued to invest in the
project, making contributions toward his share totaling
$219,600 while remaining employed as Shorelines Controller.
However, Brisk never controlled the Hidden Hills Project, and
never met with the P & P principals. According to the
evidence, Brisks involvement in the project, aside from his
financial investment, was limited to occasionally performing