Opinion
No. 3D19-964
04-29-2020
Wilbur B. PRITCHARD, III, Appellant, v. Stephen A. LEVIN, et al., Appellees.
Rennert Vogel Mandler & Rodriguez, P.A., and Thomas S. Ward, for appellant. Stumphauzer Foslid Sloman Ross & Kolaya, PLLC, Ian M. Ross and Erica L. Perdomo ; Greenberg Traurig, P.A., and Alan T. Dimond, Elliot H. Scherker and Brigid F. Cech Samole, for appellees.
Rennert Vogel Mandler & Rodriguez, P.A., and Thomas S. Ward, for appellant.
Stumphauzer Foslid Sloman Ross & Kolaya, PLLC, Ian M. Ross and Erica L. Perdomo ; Greenberg Traurig, P.A., and Alan T. Dimond, Elliot H. Scherker and Brigid F. Cech Samole, for appellees.
Before SALTER, LOGUE and GORDO, JJ.
PER CURIAM.
Wilbur Pritchard appeals the trial court's grant of summary judgment in favor of Stephen Levin, Alfonso Fernandez, Gold Coast Beverage Distributors, Inc., Eran Holdings, Inc., and Gold Coast Holdings, Inc. We affirm the court's order because Mr. Pritchard fails to establish the existence of any genuine issue of material fact.
FACTS & PROCEDURAL HISTORY
Mr. Pritchard served as Vice President of Operations for Gold Coast Beverage Distributors, Inc., from 1991 to 2012. On May 9, 2012, Mr. Pritchard was transferred to a position as Vice President of Facilities and his salary decreased. As a result, he requested a retirement package. On June 26, 2012, Mr. Pritchard retired and signed a Separation Agreement. As part of the retirement package, Mr. Pritchard was awarded approximately $1.1 million for the value of his units in the company's Equity Plan plus $426,000 in other compensation and benefits. In the Separation Agreement, Mr. Pritchard agreed to release Gold Coast from "each and every claim, cause of action, right, liability, or demand of any kind and nature, whether or not presently known to exist, including, without limitation, those claims arising from, or relating to, [his] employment or separation from employment with [Gold Coast]."
In October 2014, Mr. Pritchard read in a trade journal that Gold Coast had been acquired by the Reyes Beverage Group for $1.026 billion. He later discovered that Reyes had attempted to acquire Gold Coast on two prior occasions, but that Gold Coast rejected Reyes’ offers in 2010 and early 2012. Gold Coast terminated negotiations with Reyes on May 7, 2012, and there were no other negotiations between Gold Coast and Reyes until early 2014.
Upon learning of the acquisition, Mr. Pritchard sued Gold Coast companies and executives for breach of contract, common law fraud, negligent misrepresentation, violation of Chapter 517 of the Florida Statutes, and fraudulent inducement, as well as for punitive damages. Mr. Pritchard claimed that had he known of Reyes’ attempts to acquire Gold Coast in the past, he would not have retired and that if he had still been a member of the Equity Plan in 2014, the value of his units would now be worth over $7 million.
Gold Coast moved for summary judgment on all counts. Gold Coast argued its executives never made any material misrepresentations to Mr. Pritchard and never intentionally or negligently withheld any material information from him. Mr. Pritchard countered that the information was material because it was information he personally would have wanted to know before retiring.
Based on the evidence submitted at the summary judgment hearing, it was undisputed that no record evidence existed of any ongoing negotiations between Gold Coast and Reyes from May 7, 2012, until February 2014. Mr. Pritchard was unable to establish a genuine issue of material fact as to whether there were any active negotiations at the time he retired on June 26, 2012, up until 2014.
The trial court granted summary judgment finding that because the record evidence established there were no ongoing negotiations between Gold Coast and Reyes at the time Mr. Pritchard retired, Gold Coast did not have a duty to disclose. The court concluded that prior failed negotiations between Reyes and Gold Coast were immaterial and there were no facts in the record that created a genuine issue of material fact that Gold Coast intended to withhold any material information. The court further found there were no facts supporting Mr. Pritchard's breach of contract or punitive damages claims.
STANDARD OF REVIEW
We review an order granting a motion for summary judgment under the de novo standard. Volusia Cty. v. Aberdeen at Ormond Beach, L.P., 760 So. 2d 126, 130 (Fla. 2000).
LEGAL ANALYSIS
"The elements that must be established to prove a claim of fraud are: ‘(1) a false statement concerning a material fact; (2) the representor's knowledge that the representation is false; (3) an intention that the representation induce another to act on it; and, (4) consequent injury by the party acting in reliance on the representation.’ " Townsend v. Morton, 36 So. 3d 865, 868 (Fla. 5th DCA 2010) (quoting Johnson v. Davis, 480 So. 2d 625, 627 (Fla. 1985) ); Moriber v. Dreiling, 194 So. 3d 369, 373 (Fla. 3d DCA 2016).
"Fraud based upon a failure to disclose material information exists only when there is a duty to make such a disclosure." Garofalo v. Proskauer Rose LLP, 253 So. 3d 2, 7 (Fla. 4th DCA 2018) (citing Friedman v. Am. Guardian Warranty Servs., Inc., 837 So. 2d 1165, 1166 (Fla. 4th DCA 2003) ). The threshold question of whether one has a duty to disclose is a matter of law to be decided by the court. Id. ("The existence ... of a duty is a question of law and is appropriate for an appellate court to review." (quoting Gracey v. Eaker, 837 So. 2d 348, 354 n.7 (Fla. 2002) )).
"[G]enerally, a corporation has no duty to disclose the existence of merger discussions." Bacon v. Stiefel Labs., Inc., 677 F. Supp. 2d 1331, 1343 (S.D. Fla. 2010). Florida law does not require a party to disclose an event that is merely possible or speculative. Hauben v. Harmon, 605 F.2d 920, 925-26 (5th Cir. 1979). "Those in business routinely discuss and exchange information on matters which may or may not eventuate in some future agreement. Not every such business conversation gives rise to legal obligations.... Information of speculative and tentative discussions is of dubious and marginal significance ..." Taylor v. First Union Corp. of S.C., 857 F.2d 240, 244-45 (4th Cir. 1988).
The crux of Mr. Pritchard's argument is that he would have wanted to know about these negotiations because he was familiar with Reyes’ reputation for aggressive acquisitions and he would not have retired until the company was inevitably acquired. Yet, it is undisputed that at the time Mr. Pritchard signed his Separation Agreement, Reyes was not engaged in acquisition negotiations with Gold Coast. And there was no genuine issue of fact in the record to show that Gold Coast executives knew or anticipated that negotiations with Reyes would resume at some uncertain future date. "Under Florida law, mere statements of possibilities do not generally constitute false statements of material facts." Hauben, 605 F.2d at 925. See also TransPetrol, Ltd. v. Radulovic, 764 So. 2d 878, 879 (Fla. 4th DCA 2000) ("A defendant's knowing concealment or non-disclosure of a material fact may only support an action for fraud where there is a duty to disclose.").
Mr. Pritchard also asserts that the intentional withholding of information by Gold Coast executives and his subsequent demotion were meant to induce his early retirement. There was no documentary or testimonial evidence, however, suggesting that any of the Gold Coast executives ever discussed or considered whether those rejected offers should be disclosed to Mr. Pritchard, or that they expected negotiations with Reyes to resume in the future. Mr. Pritchard offered no evidence that Appellants intended to withhold, or recklessly or negligently withheld, any material information. He presented nothing more than sworn testimony that executives did not disclose the prior acquisition negotiations.
The trial court found that as a matter of law Gold Coast had no duty to disclose the failed negotiations based on the mere possibility that Gold Coast could eventually be acquired by Reyes. Based upon the record before us, we find no error in the trial court's ruling and affirm the order as to the fraud-based claims.
We further conclude that Mr. Pritchard is barred from bringing his breach of contract claim against Gold Coast because the Separation Agreement releases that claim. Where, as here, "the language of a release is clear and unambiguous a court cannot entertain evidence contrary to its plain meaning." Cerniglia v. Cerniglia, 679 So. 2d 1160, 1164 (Fla. 1996) (citing Sheen v. Lyon, 485 So. 2d 422, 424 (Fla. 1986) ).
Finally, the court's determination that there is a reasonable showing by evidence or a proffer providing a reasonable basis for recovery of punitive damages does not preclude summary judgment. "The conventional analysis utilized in resolving a summary judgment motion has no application in the context of a punitive damages determination under section 768.72." Noack v. Blue Cross & Blue Shield of Fla., Inc., 872 So. 2d 370, 371 (Fla. 1st DCA 2004) (citing Will v. Sys. Eng'g Consultants, Inc., 554 So. 2d 591 (Fla. 3d DCA 1989) ). A finding that Appellant failed to establish that there is no material issue of disputed fact is not the equivalent of establishing a reasonable evidentiary basis for punitive damages. Id. at 372 (citing Potter v. S.A.K. Dev. Corp., 678 So. 2d 472 (Fla. 5th DCA 1996) ).
Affirmed.