JOSEPH E. ABDO; SOCIAL MEDIA, INC. SOCIAL MEDIA LTD. LLC; and SOCIAL MEDIA, INC. LTD., Appellants,
KHALIL ABDO, individually and as a shareholder of SOCIAL MEDIA, INC.; NADA ABDO QUILL; and MARIE ABDO SILVA, Appellees.
FINAL UNTIL TIME EXPIRES TO FILE REHEARING MOTION AND, IF
pursuant to Fla. R. App. P. 9.130 from the Circuit Court for
Hillsborough County; Steven Scott Stephens, Judge.
E. Biasotti of Biasotti Law, St. Petersburg, for Appellants.
L. Berman of Berman Law Firm, P.A., St. Petersburg, for
challenge two nonfinal orders entered after the close of
evidence in a bench trial involving a dispute between
siblings over ownership of certain websites and the income
stream from those websites. Appellees claim an ownership
interest in six websites identified in the second amended
complaint (the Websites) and entitlement to a portion of the
income generated therefrom. They allege that their brother,
Appellant Joseph E. Abdo, took sole control of the Websites
and has failed to make required payments of income to
first order on appeal, entered on May 18, 2018, imposed a
constructive trust over the income from the Websites and
enjoined certain actions of Joseph E. Abdo. The second order,
entered on June 29, 2018, appointed a trustee, identified the
trust assets, and specified the powers of the
trustee. On December 21, 2018, this court held that
the trial court did not have personal jurisdiction over two
defendants, Social Media, Inc. Ltd. and Social Media Ltd.
LLC, and thus erred in denying their motion to dismiss.
Abdo v. Abdo, 263 So.3d 141, 151 (Fla. 2d DCA 2018).
A final judgment has yet to be entered in this case. We have
jurisdiction. See Fla. R. App. P.
the order imposing constructive trust and the subsequent
order appointing trustee exceed the purpose of a constructive
trust and the remedy it affords and because the trial court
lacked jurisdiction over two of the defendants which the
orders seek to enjoin, we are compelled to reverse.
parties proceeded to trial on the second amended complaint,
which alleged seven causes of action. After the close of
evidence, only two causes of action remained: count I for
declaratory action and count III for breach of fiduciary
duty. Count I, brought by all plaintiffs, sought a
declaratory judgment establishing ownership of the Websites.
Count III is a shareholder derivative action brought by
Khalil Abdo on behalf of Social Media, Inc., alleging that
Joseph E. Abdo violated the fiduciary duty owed to Social
Media, Inc. and Khalil Abdo, as a shareholder, by
transferring the Websites and related merchant accounts to
Social Media, Inc. Ltd. and/or Social Media Ltd. LLC without
approval or compensation.
order imposing constructive trust, the court found for the
plaintiffs on count I and declared the ownership of the
Websites as follows: legal title and equitable title were
separated, legal title was transferred to Social Media, Inc.,
"and Joseph then transferred legal title to his own
company, Social Media Ltd. But every transfer of legal title
was subject to the siblings' beneficial interests, which
exist to this day." The trial court also found for
plaintiffs on count III and "impose[d] a constructive
trust on the income from the websites identified in the
second amended complaint."
careful review, we conclude that the constructive trust
imposed by the trial court in the first order is overbroad
and unsupported by the trial court's findings, and we
conclude that the overreach in the first order is exacerbated
by the second order on review, the order appointing trustee.