Gulf Bay Capital, Inc. v. Textron Financial Corporation

Filing 116

OPINION AND ORDER granting 88 Defendant's Motion to Dismiss Counts II and IV of Plaintiff's Complaint 2 for Lack of Subject Matter Jurisdiction. Counts II and IV are dismissed as moot for want of subject matter jurisdiction. Signed by Judge John E. Steele on 5/31/2016. (KP)

UNITED STATES DISTRICT COURT
MIDDLE DISTRICT OF FLORIDA
FORT MYERS DIVISION
GULF BAY CAPITAL, INC.,
Plaintiff,
v.

Case No: 2:14-cv-209-FtM-29CM

TEXTRON
CORPORATION,

FINANCIAL

Defendant.

OPINION AND ORDER
This matter comes before the Court on Defendant’s Motion to
Dismiss Counts II and IV of Plaintiff's Complaint for Lack of
Subject Matter Jurisdiction (Doc. #88) filed on April 8, 2016.
Plaintiff filed a Response (Doc. #104) on April 25, 2016.
On March 28, 2014, Plaintiff Gulf Bay Capital, Inc. (Gulf
Bay) filed a five-count Complaint (Doc. #2) against Defendant
Textron Financial Corporation (Textron) in state court seeking
contract reformation (Count I), specific performance (Count II),
declaratory judgment (Count III), injunctive relief (Count IV),
and money damages (Count V).

Textron timely removed the case to

this Court on the basis of diversity jurisdiction (Doc. #1).
The

Complaint

alleges

that

the

parties

executed

an

intercreditor agreement (Intercreditor Agreement), pursuant to
which Gulf Bay was granted an option to purchase a loan agreement

(Senior Indebtedness) that Textron had previously entered into
with a third party.

Gulf Bay’s purchase option is triggered upon

receiving notice from Textron that it intends to sell the Senior
Indebtedness to a third party. The terms of the Intercreditor
Agreement state that Gulf Bay can purchase the Senior Indebtedness
only by tendering “the full amount” of the Senior Indebtedness
then-outstanding.

However, Gulf Bay contends that this “full

amount outstanding” language was the result of an error made when
the parties’ agreement was reduced to writing and does not reflect
the

parties’

purchase

mutual

option:

pre-execution

to

allow

Gulf

understanding
Bay

to

regarding

purchase

the

the

Senior

Indebtedness by matching the offer received from a third party.
In other words, Gulf Bay claims that, due to a mutual mistake, the
Intercreditor

Agreement

does

not

mirror

the

parties’

actual

agreement that Gulf Bay would have a right of first refusal.
The

Complaint

further

alleges

that

Textron

subsequently

exploited that mutual mistake when, in 2014, Textron rejected Gulf
Bay’s attempt to match a third party’s offer.

In so rejecting,

Textron claimed that the attempted exercise did not comply with
the written terms of the Intercreditor Agreement, since the third
party’s offer that Gulf Bay sought to match was less than the thenfull amount outstanding of the Senior Indebtedness.
Textron has since sold the Senior Indebtedness to a third
party and now moves to dismiss Counts II (specific performance)

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and IV (injunctive relief) for want of subject matter jurisdiction
because those claims are moot.

Gulf Bay’s Response questions why

Textron seeks dismissal, since both Gulf Bay and this Court have
already acknowledged the claims are moot (Doc. #28, p. 3 n.1), but
Gulf Bay does not oppose dismissal or claim it is inappropriate.
Regardless of Textron’s motives, Counts II and IV were mooted
by Textron’s sale of the Senior Indebtedness.

Textron is thus

correct that the claims must be dismissed for want of subject
matter jurisdiction.

See, e.g., Muhammad v. HSBC Bank USA, N.A.,

399 F. App'x 460, 461 (11th Cir. 2010); Thunderbird, Ltd. v. First
Fed. Sav. & Loan Ass'n of Jacksonville, 908 F.2d 787, 791 (11th
Cir. 1990); Boross v. Liberty Life Ins. Co., No. 4:10-CV-144, 2011
WL 4102524, at *5 (S.D. Ga. Sept. 14, 2011).
Accordingly, it is now
ORDERED:
Defendant’s Motion to Dismiss Counts II and IV of Plaintiff's
Complaint for Lack of Subject Matter Jurisdiction (Doc. #88) is
GRANTED and Counts II and IV are dismissed as moot for want of
subject matter jurisdiction.
DONE AND ORDERED at Fort Myers, Florida, this 31st day of
May, 2016.

Copies: Counsel of record

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