VICKEN BEDOYAN v. HAROUT SAMRA ( 2022 )

Third District Court of Appeal
State of Florida
Opinion filed September 30, 2022.
Not final until disposition of timely filed motion for rehearing.
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No. 3D21-821
Lower Tribunal No. 14-22854
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Vicken Bedoyan,
Appellant / Cross-Appellee,
vs.
Harout Samra,
Appellee / Cross-Appellant.
An Appeal from the Circuit Court for Miami-Dade County, Michael A.
Hanzman, Judge.
Dorta Law, and Matias R. Dorta and Gonzalo R. Dorta, for
appellant/cross-appellee.
Homer Bonner, and Christopher J. King and Antonio M. Hernandez,
Jr., for appellee/cross-appellant.
Before EMAS, SCALES and HENDON, JJ.
HENDON, J.
Vicken Bedoyan (“Bedoyan”) appeals from a final judgment in favor
of plaintiff below Harout Samra (“Samra”). Samra cross-appeals from the
trial court’s denial of his statutory buyout claim, and the court’s directed
verdict in Bedoyan’s favor on Samra’s accounting and breach of fiduciary
duty claims. We affirm the final judgment, the trial court’s directed verdicts
in Bedoyan’s favor on Samra’s breach of fiduciary duty and equitable
accounting claims, as well as the trial court’s denial of Samra’s statutory
buyout claim.
Facts
Samra and Bedoyan are former business partners. Samra formed
and operated his jewelry business, World Precious Metals (“WPM”), before
he met Bedoyan. In 2009, Samra approached Bedoyan as a potential
partner who could operate the business aspects of Samra’s ongoing
jewelry business. They allegedly entered into an oral partnership
agreement in 2009 to buy and sell gold and other precious metals for profit,
and to split those profits 50/50. The partners eventually created two
companies as partnership assets, one in Bolivia (“WPM Bolivia”) and one in
Miami (“WPM Miami”). WPM Miami operated the precious metals business
out of the Seybold building and was very profitable, while WPM Bolivia
existed only to deliver mined gold to WPM Miami for later shipment and
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sale to refineries; WPM Bolivia has no profits. Throughout the duration of
the partnership, Samra supplied the clientele, jewelry, and metals expertise
while Bedoyan ran the accounting and business end.
In 2014, Samra sued Bedoyan for breach of their oral partnership
agreement. Samra claimed Bedoyan breached the partnership and his
fiduciary duties in February 2013 when Bedoyan abruptly stopped paying
Samra and announced that Samra was not his partner but his employee.
Samra raised common law claims of breach of the partnership agreement
and breach of fiduciary duty, an equitable claim for an accounting, and a
statutory claim demanding a buyout of his partnership interest under the
Revised Uniform Partnership Act of 1995 (“RUPA”), 1 section 620.8405,
1
As explained in Larmoyeux v. Montgomery, 963 So. 2d 813, 819 (Fla. 4th
DCA 2007),
Effective January 1, 1996, the legislature amended Florida's
partnership law to adopt in substantial part the Revised Uniform
Partnership Act (“RUPA”) (1994). Ch. 95–242, § 13, Laws of
Fla.; . . . RUPA adopted the “entity theory” of partnership,
viewing the partnership as a separate entity rather than an
aggregate of individual partners. See § 620.8201(1), Fla. Stat.
(2001) (“A partnership is an entity distinct from its partners.”).
As a result, partnerships no longer automatically dissolve when
one partner leaves. See id. Instead, the partners who leave the
partnership are “disassociated.” §§ 620.8601, 620.8602, Fla.
Stat. (2001). As the comments to RUPA explain,
“disassociation” is an “entirely new concept” used “to denote
the change in relationship caused by a partner's ceasing to be
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Florida Statutes (2022). 2 Bedoyan denied the partnership’s existence,
claimed that Samra was merely an employee, and counterclaimed for
associated in the carrying on of the business.” Unif. P'Ship Act
§ 601, cmt. 1 (1997).
2
Section 620.8405 , Florida Statutes, provides:
(1) A partnership may maintain an action against a partner for a
breach of the partnership agreement, or for the violation of a
duty to the partnership, causing harm to the partnership.
(2) A partner may maintain an action against the partnership or
another partner for legal or equitable relief, with or without an
accounting as to partnership business, to:
(a) Enforce such partner's rights under the partnership
agreement;
(b) Enforce such partner's rights under this act, including:
1. Such partner's rights under s. 620.8401, s. 620.8403,
or s. 620.8404;
2. Such partner's right upon dissociation to have the
partner's interest in the partnership purchased pursuant
to s. 620.8701 or enforce any other right under ss.
620.8601-620.8705; or
3. Such partner's right to compel a dissolution and
winding up of the partnership business under s.
620.8801 or enforce any other right under ss. 620.8801-
620.8807; or
(c) Enforce the rights and otherwise protect the interests of
such partner, including rights and interests arising
independently of the partnership relationship.
(3) The accrual of, and any time limitation on, a right of action
for a remedy under this section is governed by other law. A
right to an accounting upon a dissolution and winding up does
not revive a claim barred by law.
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breach of partnership agreement, conversion, and breach of fiduciary duty.
The case was bifurcated into separate trials to determine liability and
damages. In the March 2017 trial on the issue of liability, the jury found in
Samra’s favor, concluding that Samra and Bedoyan had an oral
partnership agreement, WPM Miami and WPM Bolivia were partnership
assets, and Bedoyan breached the partnership agreement and his fiduciary
duties. The trial court denied Bedoyan’s post-trial motion for directed
verdict and new trial.
In February 2021, the trial court held a bench trial, pursuant to the
parties’ stipulation, on the damages portion of the lawsuit to determine 1)
the amount of damages stemming from Bedoyan’s breach of the
partnership agreement, requiring valuation of the partnership’s two assets,
WPM Bolivia and WPM Miami, and 2) whether Samra dissociated from the
partnership under RUPA and is entitled to a buyout of his partnership
interest under sections 620.8405(2)(b)(2) and 620.8701, Florida Statutes. 3
Samra and Bedoyan testified, along with their respective accounting
3
Section 620.8701, Florida Statutes (2022), provides:
(1) If a partner is dissociated from a partnership without resulting in a
dissolution and winding up of the partnership business under s.
620.8801, the partnership shall cause the dissociated partner's interest
in the partnership to be purchased for a buyout price determined
pursuant to subsection (2).
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experts. The trial court entered a final judgment in Samra’s favor for
$2,204,567.00 plus prejudgment interest. The trial court noted in its final
judgment that Samra also sought damages for Bedoyan's breach of his
fiduciary duty, a count Samra prevailed on in the liability trial, and an
equitable accounting. The trial court, however, directed a verdict in favor of
Bedoyan on both of those claims at the close of Samra's case in chief in
the damages portion of the lawsuit, finding there was no breach or
damages for those claims separate and apart from the breach of contract. 4
The trial court denied Samra’s statutory buyout claim under RUPA
as against Bedoyan personally. The Court found that Samra was not
entitled to the partnership interest buyout from Bedoyan under section
620.8701, concluding that the plain meaning of the statute expressed the
intent of the Legislature not to allow a resigning partner to look to the
personal assets of other partners to recover the value of their partnership
interest. This is so, the trial court reasoned, given that a partner may at
any time elect to disassociate with or without cause. Thus, only the
partnership entity itself has a statutory obligation to pay a disassociating
4
The judge in the final judgment also ruled, “This Court will not now revisit
either the jury's [2017] verdict or the denial of [Bedoyan’s] motion for a
directed verdict and for a new trial. So [Bedoyan’s] directed verdict motion
to the underlying jury verdict, renewed during the damages trial, is denied.”
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partner the buyout price. For that reason, the court concluded Bedoyan is
not personally liable for the buyout obligation.
Bedoyan appealed from the final judgment, and Samra cross-
appealed from the directed verdict on his claims for breach of fiduciary duty
and an equitable accounting, and from the denial of his RUPA buyout
claim.
Discussion
We first address whether the trial court erred by rendering a final
judgment in Samra’s favor, and conclude that it did not. A trial court's
findings of fact in a judgment rendered after a bench trial are reviewed for
competent, substantial evidence. Haas Automation, Inc. v. Fox, 243 So. 3d
1017, 1023 (Fla. 3d DCA 2018). The trial court's legal conclusions are
reviewed de novo. See id.; Gutierrez v. Sullivan, 338 So. 3d 971, 973–74
(Fla. 3d DCA 2022) (quoting Universal Beverages Holdings, Inc. v. Merkin,
902 So. 2d 288, 290 (Fla. 3d DCA 2005)) (“When a cause is tried without a
jury, the trial judge's findings of fact are clothed with a presumption of
correctness on appeal, and these findings will not be disturbed unless the
appellant can demonstrate that they are clearly erroneous.”); Zerquera v.
Centennial Homeowners' Ass'n, Inc., 721 So. 2d 751 (Fla. 3d DCA 1998)
(holding that, in a bench trial, a judge's findings of fact will not be disturbed
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unless totally unsupported by competent and substantial evidence);
Dreyfuss v. Dreyfuss, 701 So. 2d 437, 440 (Fla. 3d DCA 1997) (holding the
appellate court has the duty to affirm trial court’s findings that are
supported by competent, substantial evidence).
There is competent, substantial evidence in the record from which a
reasonable jury could conclude that Samra and Bedoyan entered into an
oral partnership, and that Bedoyan breached the oral agreement. The trial
court based the damages resulting from Bedoyan’s breach of the
partnership agreement as those that reasonably flowed from Samra’s 50%
interest in the partnership. There is nothing in the record on appeal to
warrant disturbing the final judgment as to either liability or damages and
the trial court did not abuse its discretion by denying Bedoyan’s motion for
new trial. See Brown v. Estate of Stuckey, 749 So. 2d 490 (Fla.1999).
We next address Samra’s contention that the trial court erred by
granting Bedoyan’s motion for directed verdict on Samra’s request for an
accounting. Our review of an order granting a directed verdict is de novo.
Banco Espirito Santo Int’l, Ltd. v. BDO Int’l, B.V., 979 So. 2d 1030, 1032
(Fla. 3d DCA 2008) (quoting Owens v. Publix Supermarkets, Inc., 802 So.
2d 315, 329 (Fla. 2001)). To state a claim for an equitable accounting,
Samra, as plaintiff, had to allege that a fiduciary relationship or a complex
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transaction existed, and second, that a remedy at law would be
inadequate. Bankers Tr. Realty, Inc. v. Kluger, 672 So. 2d 897, 898 (Fla.
3d DCA 1996) (citing F. A. Chastain Constr., Inc. v. Pratt, 146 So. 2d 910,
913 (Fla. 3d DCA 1962)). 5 The trial court acknowledged complexity of the
damages calculations involved in sorting out the invoices between the two
companies and the partnership values. The trial court additionally observed
that Samra’s accounting expert had acquired all of the discovery available
5
See Cause of Action Seeking Equitable Accounting of Business
Organization, James L. Buchwalter, J.D., 83 Causes of Action 2d 455:
An equitable accounting claim cannot coexist with a breach of
contract claim covering the same subject matter; that is
because a plaintiff would be able to obtain the information and
damages through discovery of her breach of contract claim and
thus has an adequate remedy at law. Associated Mortgage
Bankers, Inc. v. Calcon Mutual Mortgage LLC, 159 F. Supp. 3d
324 (E.D. N.Y. 2016) (applying New York law). Furthermore,
an accounting is generally unnecessary in a breach of contract
action under state law if a party may use the discovery process
and, when necessary, orders of the court to enforce compliance
with discovery obligations to determine the full amounts owed
under the contract. Ralls Corp. v. Huerfano River Wind, LLC, 27
F. Supp. 3d 1303 (N.D. Ga. 2014). The classic adequate
remedy at law is money damages. Thus, a member of a limited
partnership who prevailed, in a jury trial, against a general
partner, on a claim for breach of fiduciary duty, and who was
awarded compensatory and punitive damages, was not entitled
to equitable accounting of her interest in the limited partnership
since the jury award of damages was an adequate remedy at
law. Soley v. Wasserman, 639 Fed. Appx. 670 (2d Cir. 2016).
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and calculated “to the penny” Samra’s share of the partnership. The trial
court correctly concluded that the resulting damages were an adequate
remedy at law with no need for an additional, and duplicative, equitable
accounting. On review of the record, we find the facts alleged in Samra’s
complaint and as developed during the damages phase of trial do not
demonstrate the inadequacy of a legal remedy. We therefore affirm the
directed verdict in Bedoyan’s favor on the equitable accounting claim.
Banco, 979 So. 2d at 1032.
The trial court also correctly directed a verdict in Bedoyan’s favor as
to Samra’s breach of fiduciary duty. Florida law does not allow a party
damaged by a breach of contract to recover exactly the same contract
damages via a tort claim. “It is a fundamental, long-standing common law
principle that a plaintiff may not recover in tort for a contract dispute unless
the tort is independent of any breach of contract. Island Travel & Tours, Co.
v. MYR Indep., Inc., 300 So. 3d 1236, 1239–40 (Fla. 3d DCA 2020)
(quoting Peebles v. Puig, 223 So. 3d 1065, 1068 (Fla. 3d DCA 2017))
(“[F]or an alleged misrepresentation regarding a contract to be actionable,
the damages stemming from that misrepresentation must be independent,
separate and distinct from the damages sustained from the contract's
breach.”). A plaintiff bringing both a breach of contract and a tort claim
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must allege, in addition to the breach of contract, “some other conduct
amounting to an independent tort.” Lamm v. State St. Bank & Tr., 749 F.3d
938, 947 (11th Cir. 2014) (quoting U.S. Fire Ins. Co. v. ADT Sec. Servs.,
Inc., 134 So. 3d 477, 480 (Fla. 2d DCA 2013)); Weimar v. Yacht Club Point
Ests., Inc., 223 So. 2d 100, 103 (Fla. 4th DCA 1969). See also Medmoun
v. Home Depot U.S.A., Inc., No. 8:21-CV-1585-KKM-CPT, 2022 WL
1443919, at *8 (M.D. Fla. May 7, 2022) (dismissing the plaintiff’s
negligence claim because it was not independent of her breach of contract
claim).
Samra’s allegation of breach of fiduciary duty was not independent
from his allegation of breach of contract; the same conduct gave rise to
both. As such, there are no damages for breach of fiduciary duty separate
and apart from the breach of the contract, and the trial court correctly
directed a verdict against Samra on this issue. See Peebles, 223 So. 3d at
1068; Ghodrati v. Miami Paneling Corp., 770 So. 2d 181, 183 (Fla. 3d DCA
2000) (“A plaintiff . . . may not recover damages for fraud that duplicate
damages awarded for breach of contract.”).
Finally, we determine that the trial court did not err by denying
Samra’s statutory buyout claim against Bedoyan pursuant to sections
620.8405(2)(b)2. and 620.8701, Florida Statutes. Although Samra’s
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complaint states that the partnership must cause Samra’s interest in the
partnership to be purchased, the “wherefore” clause demanded buyout as
against Bedoyan personally. RUPA required Samra, upon dissociation, to
bring a buyout claim against the partnership, not against Bedoyan
personally. § 620.8701(9), Fla. Stat. (2020) (“A dissociated partner may
maintain an action against the partnership, pursuant to s. 620.8405(2)(b)
2., to determine the buyout price of that partner's interest, any offsets under
subsection (3), or other terms of the obligation to purchase.”) (emphasis
added). The court concluded that this provision disallows one partner from
suing another partner personally for a buyout of the partnership interest,
given that a partner may at any time dissociate from a partnership with or
without cause. Thus, the court reasoned, only the partnership entity itself
has a statutory obligation to pay a dissociating partner the buyout price.
The trial court correctly concluded that there was no difference
between what Samra was entitled to recover for breach of the partnership
agreement and what he would have been entitled to recover for a statutory
buyout of his half of the partnership assets. “In both cases,” the trial court
concluded, “the measure of relief is the value of Samra’s share in the
partnership as of February 2013, the date of dissociation and breach.” We
find no error in the trial court’s interpretation and application of RUPA to the
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facts of this case. Magdalena v. Toyota Motor Corp., 253 So. 3d 24, 25
(Fla. 3d DCA 2017) (holding the de novo standard of review applies to the
trial court’s interpretation of a statute).
We therefore affirm the final judgment, the trial court’s directed
verdicts in Bedoyan’s favor on Samra’s breach of fiduciary duty and
equitable accounting claims, and the denial of Samra’s claim for buyout
under RUPA.
Affirmed.
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