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Project Development Enterprise, LLC v. Elka Holdings, LLC

Florida Court of Appeals, Third District

August 21, 2019

Project Development Enterprise, LLC, etc., et al., Appellants,
v.
Elka Holdings, LLC, etc., Appellee.

         Not final until disposition of timely filed motion for rehearing.

          An Appeal from the Circuit Court for Miami-Dade County Lower Tribunal No. 15-29334, Samantha Ruiz Cohen, Judge.

          Squire Patton Boggs and Alvin B. Davis and Beatriz E. Jaramillo, for appellants.

          Nason, Yeager, Gerson, White & Lioce, P.A., and Michael H. Nullman and Jonelle M. Rainford (Palm Beach Gardens), for appellee.

          Before SALTER, FERNANDEZ and LINDSEY, JJ.

          SALTER, J.

         Project Development Enterprise, LLC ("PDE"), as manager of Capital Tract, LLC ("Capital Tract"), and Tanios Khalil ("Khalil"), the principal of PDE, appeal a final circuit court judgment against them entered following a non-jury trial. We affirm in part and reverse in part.

         The appellee, plaintiff below, is Elka Holdings, LLC ("Elka"). PDE and Elka were essentially 50%-50% partners[1] in Capital Tract, an entity formed to develop 475 homes in the "Whispering Oaks" development in St. Lucie County (the "Project"). The Project did not progress as intended. Elka filed a derivative suit in the Miami-Dade Circuit Court on behalf of Capital Tract and against PDE and Khalil, claiming a breach of the operating agreement, breach of statutory and common law fiduciary duty, and a demand for an accounting.[2]

         The gist of these claims was an allegation that Elka was overcharged by PDE and Khalil for the operating expenses of the Project. On behalf of Capital Tract, PDE filed counterclaims against Elka for Elka's alleged wrongful retention of a Capital Tract computer and for some $10, 000.00 in money damages.

         After a four-day bench trial, the court entered a detailed order finding PDE and Khalil jointly and severally liable to Elka for $217, 369.00 in money damages, plus statutory interest, and finding for Elka on the counterclaims by PDE.

         On appeal, PDE and Khalil point to numerous alleged errors in the final judgment. We address only one of those alleged errors, concluding that it turns on a legal issue and is reviewable de novo. We find no merit to the other points raised by PDE and Khalil.

         "Under Florida law, '[w]hen reviewing a judgment rendered after a nonjury trial, the trial court's findings of fact come to the appellate court with a presumption of correctness and will not be disturbed unless they are clearly erroneous.'" Emaminejad v. Ocwen Loan Servicing, LLC, 156 So.3d 534, 535 (Fla. 3d DCA 2015) (alteration in original) (quoting Stone v. BankUnited, 115 So.3d 411, 412 (Fla. 2d DCA 2013)). As to the interpretation of a contract, however, this Court's review is de novo. See Real Estate Value Co. v. Carnival Corp., 92 So.3d 255, 260 (Fla. 3d DCA 2012).

         Computation of Damages Recovered Derivatively for Capital Tract

         Elka's claim was asserted derivatively on behalf of Capital Tract, a Florida limited liability company. Elka's evidence, particularly its accounting evidence, was controverted by the appellants but accepted by the trial court. That evidence determined that $217, 369.00 in fees, expenses, and interest were ...


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