ROY B. DALTON, Jr., District Judge.
This cause is before the Court on the following:
Upon consideration, the Court finds that the Motion is due to be denied.
In April 2011, Bush Brothers & Company ("
In June 2011, Megan Costa DeVault ("
Plaintiff and Nathan provided Defendant with information—including information regarding Plaintiff's partnership agreement with her law firm, Plaintiff's 401K, Plaintiff's mother's privately-held company, joint financial accounts, and information regarding the titling and ownership of the Shares ("
On March 8, 2013, Plaintiff filed for divorce from Nathan ("
On March 29, 2013, Defendant spoke to Martinez about the Divorce Proceedings and the Share Issue ("
Due to Defendant's inadvertent disclosure of the E-Mail on March 29, 2013, Plaintiff learned that Defendant was assisting Nathan and Martinez in the Divorce Proceedings.
On March 26, 2014, Plaintiff and Nathan entered into a Marital Settlement Agreement ("
Defendant subsequently assisted Nathan in, inter alia, acquiring the Redeemed Shares and distributing them in the "Nathan E. DeVault Trust." (Doc. 62-4, pp. 4-5.)
Plaintiff participated in the Optional Review under the assumption that: (1) the Letter constituted a valid contract that obligated Defendant to keep Plaintiff's Information confidential; and (2) she and Defendant were engaged in a fiduciary relationship and that Defendant would not act against Plaintiff's interests. (See generally, Doc. 62-1.) Plaintiff contends that Defendant breached her fiduciary duties by: (1) assisting Nathan in the Divorce Proceedings, particularly on the Fraud Defense; (2) disclosing privileged information; and (3) providing deficient financial advice to Plaintiff, particularly with respect to the Title Plan ("
On December 23, 2014, Plaintiff initiated this action in the Circuit Court of the Ninth Judicial Circuit in and for Orange County, Florida, asserting claims against Defendant for: (1) breach of contract ("
Summary judgment is appropriate only "if the movant shows that there is no genuine dispute as to any material fact and that the movant is entitled to judgment as a matter of law." Fed. R. Civ. P. 56(a); Celotex Corp. v. Catrett, 477 U.S. 317, 323 (1986). As to issues for which the movant would bear the burden of proof at trial, the "movant must affirmatively show the absence of a genuine issue of material fact, and support its motion with credible evidence demonstrating that no reasonable jury could find for the non-moving party on all of the essential elements of its case." Landolfi v. City of Melbourne, Fla., 515 F. App'x 832, 834 (11th Cir. 2012) (citing Fitzpatrick v. City of Atlanta, 2 F.3d 1112, 1115 (11th Cir. 1993)). As to issues for which the non-movant would bear the burden of proof at trial, the movant has two options: (1) the movant may simply point out an absence of evidence to support the non-moving party's case; or (2) the movant may provide "affirmative evidence demonstrating that the nonmoving party will be unable to prove its case at trial." U.S. v. Four Parcels of Real Prop. in Green & Tuscaloosa Cntys. in State of Ala., 941 F.2d 1428, 1438 (11th Cir. 1991) (citing Celotex Corp., 477 U.S. at 325).
"The burden then shifts to the non-moving party, who must go beyond the pleadings and present affirmative evidence to show that a genuine issue of material fact exists." Porter v. Ray, 461 F.3d 1315, 1320 (11th Cir. 2006) (citing Fitzpatrick, 2 F.2d at 1115-17). "A factual dispute is genuine `if the evidence is such that a reasonable jury could return a verdict for the nonmoving party.'" Four Parcels, 941 F.2d at 1437 (quoting Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248 (1986)).
The Court must view the evidence and all reasonable inferences drawn from the evidence in the light most favorable to the non-movant. Battle v. Bd. of Regents, 468 F.3d 755, 759 (11th Cir. 2006). However, "[a] court need not permit a case to go to a jury . . . when the inferences that are drawn from the evidence, and upon which the non-movant relies, are `implausible.'" Mize v. Jefferson City Bd. of Educ., 93 F.3d 739, 743 (11th Cir. 1996).
To prevail on Count I, Plaintiff must first prove the existence of a valid contract. Beck v. Lazard Freres & Co., LLC, 175 F.3d 913, 914 (11th Cir. 1999) (citing Abruzzo v. Haller, 603 So.2d 1338, 1340 (Fla. 1st DCA 1992)). "[T]he existence of a contract is a question of fact to be determined by consideration of all the facts and circumstances." Lockheed Martin Corp. v. Galaxis USA, Ltd., 222 F.Supp.2d 1315, 1323 (M.D. Fla. 2002). Additionally, Counts I, II, III, and IV all require proof that Defendant's actions or inactions were the proximate cause of Plaintiff's alleged damages. See In re Alvarez, 224 F.3d 1273, 1276 (11th Cir. 2000) (recognizing that Florida law requires proximate causation as an element of legal malpractice); Recreational Design & Constr., Inc. v. Wiss, Janney, Elstner Assocs., Inc., 820 F.Supp.2d 1293 n.7 (S.D. Fla. 2011) (citing Doe v. Evans, 814 So.2d 370, 380 (Fla. 2002) (instructing that professional malpractice claims shall be evaluated "under the traditional elements of negligence," including proximate causation)); Walter Int'l Prods., Inc. v. Salinas, No. 07-20136-CIV, 2009 WL 9113379, at * 4 n.7 (S.D. Fla. Oct. 26, 2009) (explaining that, under Florida law, "causation of damages is a necessary element in order to establish liability for breach of contract"); Gracey v. Eaker, 837 So.2d 348, 353 (Fla. 2002) (identifying proximate causation as an element of breach of fiduciary duty); Rollins, Inc. v. Butland, 951 So.2d 860, 786 (Fla. 2d DCA 2006) (instructing that damages must result from the breach of contract).
Defendant argues that she is entitled to summary judgment on Count I because Plaintiff cannot prove the existence of a valid contract—specifically, because the Letter does not constitute a contract between Plaintiff and Defendant. (Doc. 54, pp. 8-11.) In support, she points to the Letter—which is unsigned by either party, undated, and contains language to the effect that the Program was optional and free—as evidence that it: (1) was not an "agreement of the minds"; and (2) lacked consideration. (See Doc. 2-1.) She also submits Nathan's testimony that there was no written contract between Plaintiff, Nathan, and Defendant. (See Doc. 54-6, pp. 3-4.)
In response, Plaintiff submits affirmative evidence—in the form of expert testimony—that the Letter constituted a valid contract and created an attorney-client relationship between Plaintiff and Defendant. (Doc. 62-8, p. 27.) Plaintiff's evidence creates a question of material fact as to the existence of a contract between Plaintiff and Defendant, precluding the entry of summary judgment as to this element of Count I. See Keybank Nat'l Ass'n v. Willoughby, No. 2:09-cv-662-FtM-SPC, 2010 WL 3212086, *3 (M.D. Fla. Aug. 12, 2010) ("If the court finds that there exists a material issue of fact as to whether a contract existed between the parties, summary judgment is inappropriate."); Consolo v. A.M.K. Corp., 344 So.2d 1285, 1286 (Fla. 3d DCA 1977) (finding that the unresolved issue concerning "whether or not a contract existed between the parties" precluded the entry of summary judgment); see also Ioselev v. Schilling, No. 3:10-cv-1091-J-34MCR, 2013 WL 271711, at *2 (M.D. Fla. Jan. 24, 2013) (overruling an objection to a denial of summary judgment because the record contained "conflicting affidavits which create[d] questions of material fact as to the existence of a contract").
Even if the Court finds an issue of fact concerning the existence of a contract, Defendant argues that she is still entitled to summary judgment on all Counts because Plaintiff cannot prove causation. (Doc. 54, pp. 11-20.) In support, Defendant points out an absence of evidence that the alleged Breaches & Negligence caused Plaintiff's alleged Damages. (See Doc. 54, pp. 14-15, 17, 19.) She also submits evidence that: (1) she was only involved in the Divorce Proceedings for two weeks ("
Plaintiff counters with: (1) affirmative evidence that Defendant played a more active and longer role in the Divorce Proceedings than Defendant represents; and (2) expert testimony that Defendant's alleged Breaches & Negligence and Involvement caused Plaintiff's Damages. (Doc. 62-1, pp. 8; Doc. 62-2, pp. 12, 62, 66; Doc. 62-8, pp. 5, 35.) Thus, the record reflects a genuine dispute of material fact concerning causation, precluding the issuance of summary judgment. The Court will weigh the evidence during the bench trial and will resolve the remaining disputes at that time.
The Court concludes by addressing Defendant's conclusory argument that Plaintiff lacks standing to assert claims for reimbursement of expenses related to the Children's Trust—specifically, costs associated with the appointment of an independent trustee. (Doc. 54, pp. 20-21.) In her one-paragraph argument, Defendant cites only one case that does not support her standing argument. Thus, the Court declines to grant summary judgment as to this issue.
Accordingly, it is hereby