A & A Electric Services, Inc. v. Jurado

198 So. 3d 37, 2015 Fla. App. LEXIS 12713
CourtDistrict Court of Appeal of Florida
DecidedAugust 26, 2015
DocketNo. 2D14-905
StatusPublished

This text of 198 So. 3d 37 (A & A Electric Services, Inc. v. Jurado) is published on Counsel Stack Legal Research, covering District Court of Appeal of Florida primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
A & A Electric Services, Inc. v. Jurado, 198 So. 3d 37, 2015 Fla. App. LEXIS 12713 (Fla. Ct. App. 2015).

Opinion

VILLANTI, Chief Judge.

A & A Electric Services, Inc., appeals the final judgment entered against it and in favor of Jaime Jurado in this action arising out of an 'alleged joint venture agreement. Jurado cross-appeals certain aspects of the final judgment. Because Jurado failed to introduce competent, substantial evidence to prove that a joint venture existed between himself and A & A Electric, we reverse and remand for entry of final judgment in favor of A & A Electric. This decision renders moot the remainder of the arguments raised in both the appeal and cross-appeal.

The facts leading up to the dispute at hand are not directly relevant to the issues presented but are necessary to an understanding of the relationships between the parties and how the dispute between them arose. Jurado has been in the electrical contracting business since 1967. After some time working as an employee of Electric Machinery Enterprises, Inc. (EME), he eventually became its principal owner. In that capacity, he became friends with Angel DeLaParte, who was the sole owner of A & A Electric. Angel’s son Andrew DeLaParte (DeLaParte) later took over as sole owner arid principal of A & A Electric.

In 2001, EME became embroiled in a dispute over certain work it performed in Orlando, and this dispute led EME to incur serious financial problems.1 Ultimately, in 2003, EME declared bankruptcy. Because of the bankruptcy, EME lost its ability to obtain the performance bonds necessary to engage in large commercial construction projects. In an effort to keep EME in business, all of its stockholders, including Jurado, sold their stock to Earth First Technologies, Inc. (EFTI), with the [39]*39expectation that EFTI would obtain the necessary, bonds on behalf of EME to allow EME to return to performing large commercial jobs. The practical result of the sale, however, was that EME became a wholly, owned subsidiary of EFTI, Jura-do no longer had any ownership interest in or direct control over EME, and EME’s ability to bid on jobs hinged on the cooperation of EFTI.

However, contrary to Jurado’s expectations, EFTI did not always cooperate in getting the necessary bonds for EME to bid on jobs after the change in ownership. Consequently, in an effort' to continue' to secure larger jobs for EME, Jurado approached DeLaParte to see whether A & A Electric would be. willing to assist EME in obtaining bonds for jobs. A & A Electric agreed, and between 2004 and early 2006, A & A Electric and EME worked together on several jobs, with A & A Electric securing the necessary bonds and entering into the contracts in its, name, but with EME actually preparing the bids and performing the work. Under this informal working agreement, A & A Electric retained a portion of the job payments in exchange for its services in obtaining the bonds, and the remainder of the funds were paid to EME.

In mid-2006, a general contractor for which EME had previously performed work approached Jurado and told him that the City of Cape Coral was soliciting bids for the electrical work for two water treatment plants. The general contractor suggested that EME bid on the project. Jurado knew that EME could not successfully bid on the projects on its own because of its inability to obtain the necessary bonds. In addition, the work apparently was required to be performed by union electricians, and EME was not unionized. So Jurado approached A & A Electric, which was unionized, about bidding on the jobs. EME employees and A & A Electric employees-jointly prepared the bid documents and submitted them to the general contractor. A & A Electric was subsequently awarded the contracts for both jobs. All of the contract documents list A & A Electric as the sole electrical contractor, and the performance bonds are solely in A & A Electric’s name and are guaranteed only by DeLaParte individually. A & A Electric subsequently paid EME $193,488 for the expenses EME had incurred in the bidding process.

In January 20Q7, A-& A Electric began work on the Cape Coral projects. A & A Electric hired several EME employees to oversee the projects, and it placed those employees on its own payroll. EME initially assisted A & A Electric with getting various materials to. the job site. However, EME itself never performed any actual work on the Cape Coral jobs, it never had any legal or financial interest in the jobs, and it could not legally have performed any of the work at either of the job sites. A & A Electric subsequently paid EME for its assistance in getting the job started.

At approximately the same time that work at the Cape Coral'projects was getting underway, Jurado sent a letter to DeLaParte, the complete text of which was: “This is to acknowledge receipt of $200,000.00 from Jaime Jurado for his 49% share of the Cape Coral Jobs.” The letter was not on EME letterhead but rather was on the personal letterhead of Jurado and his wife. Jurado, did not address the letter to A & A Electric, nor did he send it to A & A.Electric’s corporate office. Instead, Jurado addressed the letter to De-LaParte individually, and he mailed it to DeLaParte’s home address. Jurado signed the letter personally, and DeLa-Parte signed his name under the.word “Accepted.” Nothing, in the, document in[40]*40dicates that DeLaParte signed the letter as an officer, director, or owner of A & A Electric, and DeLaParte did not include his title or any reference to A & A Electric anywhere in the letter. Nevertheless, according to Jurado, this one-line letter created a joint venture agreement between Jurado individually and A & A Electric concerning the Cape Coral projects that entitled Jurado personally to 49% of the profits that A & A Electric made on the Cape Coral projects.

There is no dispute that Jurado gave DeLaParte $200,000 at around the time the January 29, 2007, letter was signed. There is also no dispute that these funds were' deposited into DeLaParte’s personal bank account. In addition, there is no dispute that A & A Electric subsequently paid Jurado $200,000 as a “loan repayment.” However, when Jurado demanded that A & A Electric pay him 49% of the profits from the Cape Coral jobs, A & A Electric refused. Jurado then sued A & A Electric, claiming that the January 29, 2007, letter between Jurado and DeLa-Parte constituted a valid joint venture agreement between Jurado and A & A Electric such that A & A Electric owed Jurado 49% of the profits from the Cape Coral jobs.

The bench trial on Jurado’s claims is not a model of clarity. The parties spent an inordinate amount of time introducing evidence relating to the past practices between EME and A & A Electric on jobs in which A & A Electric provided the bond while EME performed the actual work contracted for. According to Jurado, this past practice “explained” the formation of the joint venture on-the Cape'Coral-projects, despite the fact that EME did not— and in fact could nob — perform any of the work on the Cape Coral projects. Jurado testified that he sent the January 29, 2007, letter to DeLaParte because he did not want EME to lose the opportunity to do the work; however, it was undisputed that Jurado did not tell EFTI about the Cape Coral jobs and, even if he had, EME could not have performed the work under any circumstances. Further, Jurado could not explain how he, as an employee of EME’s parent company, had the right to take over any opportunity EME might have had to participate in the work. Jurado also admitted that the January 29, 2007, letter did not reference A & A Electric in any manner.

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Bluebook (online)
198 So. 3d 37, 2015 Fla. App. LEXIS 12713, Counsel Stack Legal Research, https://law.counselstack.com/opinion/a-a-electric-services-inc-v-jurado-fladistctapp-2015.