SDSol Technologies, LLC v. Stardam LLC

• Court: District Court of Appeal of Florida
• Decided: December 13, 2023
• Docket: 2022-2138
• Status: Published

Opinion

Third District Court of Appeal State of Florida

Opinion filed December 13, 2023. Not final until disposition of timely filed motion for rehearing.

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No. 3D22-2138 Lower Tribunal No. 16-24253 ________________

SDSol Technologies, LLC, Appellant,

vs.

Stardam, LLC, Appellee.

An Appeal from the Circuit Court for Miami-Dade County, Carlos Guzman, Judge.

Florida Appeals, and Erin Pogue Newell (Orlando), for appellant.

Leto Law Firm, and Matthew P. Leto and Charles P. Gourlis, for appellee.

Before SCALES, HENDON and BOKOR, JJ.

SCALES, J. In this breach of contract action between two corporate entities,

Stardam, LLC (“Stardam”) and SDSol Technologies, LLC (“SDSol”),1

appellant SDSol is the third-party plaintiff suing the third-party defendant,

appellee Mario Knapp. SDSol is seeking to hold Knapp – one of two

individuals who own Stardam, a Florida limited liability company –

individually liable for Stardam’s alleged breach of an express contract.

SDSol appeals a February 28, 2023 final judgment dismissing, with

prejudice, its third-party claims against Knapp (i) to pierce Stardam’s

corporate veil (alleged in SDSol’s third amended third-party complaint) and

(ii) for fraudulent inducement and negligent misrepresentation (alleged in

SDSol’s fourth amended third-party complaint). 2

We affirm because SDSol’s third amended third-party complaint does

not contain allegations sufficient to state a cause of action to pierce

Stardam’s corporate veil so as to hold Knapp individually liable for Stardam’s

alleged breach of contract. See Parisi v. Kingston, 314 So. 3d 656, 664 (Fla.

3d DCA 2021) (recognizing that a claim to pierce the corporate veil must

contain allegations demonstrating both how the corporation is the mere

1 In the lower court proceedings, Stardam is the plaintiff/counter-defendant and SDSol is the defendant/counter-plaintiff. 2 SDSol does not appeal the dismissal of its claims against Knapp alleging tortious interference and civil conspiracy.

2 instrumentality of the corporation’s primary owner and how the primary

owner engaged in improper conduct in the use of the corporation); Abdo v.

Abdo, 263 So. 3d 141, 150 (Fla. 2d DCA 2018) (same). Similarly, SDSol’s

claims for fraudulent inducement and negligent misrepresentation that are

alleged in SDSol’s fourth amended third-party complaint are merely

restatements of its piercing the corporate veil claim, and allege no

actionable, specific, false statements by Knapp upon which SDSol

detrimentally relied. See Eagletech Commc’ns, Inc. v. Bryn Mawr Inv. Grp.,

79 So. 3d 855, 862 (Fla. 4th DCA 2012) (recognizing that a claim for

fraudulent inducement “must allege fraud with the requisite particularity

required by Florida Rule of Civil Procedure 1.120(b), including who made the

false statement, the substance of the false statement, the time frame in

which it was made and the context in which the statement was made”

(quoting Bankers Mut. Cap. Corp. v. U.S. Fid. & Guar. Co., 784 So. 2d 485,

490 (Fla. 4th DCA 2001))); Morgan v. W.R. Grace & Co.—Conn., 779 So. 2d

503, 506 (Fla. 2d DCA 2000) (acknowledging that “the requirement that fraud

be pleaded with specificity also applies to claims for negligent

misrepresentation”).

Finally, as to SDSol’s argument that the trial court abused its discretion

by dismissing its fourth amended third-party complaint with prejudice,

3 without further leave to amend, we note that, “as an action progresses, the

privilege of amendment progressively decreases to the point that the trial

judge does not abuse his discretion in dismissing with prejudice.” Kohn v.

City of Miami Beach, 611 So. 2d 538, 539 (Fla. 3d DCA 1992). We find no

abuse of discretion in this instance, where, after more than six years of

protracted litigation in this ordinary breach of contract case, SDSol was

unable to adequately plead a cause of action seeking to hold individually

liable an owner of the corporate entity with which it entered an express

contract.

Affirmed.