Capital Solutions Bancorp LLC v. Target Corporation
Filing
32
OPINION AND ORDER redacting 15 Third-party Complaint to incorporate only the relevant factual allegations as set forth in the Opinion and Order; granting 31 Third-Party Motion for Default Judgment in favor of Target Corporation and against Pr estige Facilities Services Group, Inc. in the amount of $577,000, for total damages on all counts, with post-judgment interest accruing at the applicable legal rate upon the entry of judgment until paid. The Clerk shall withhold the entry of judgment until the conclusion of the case but terminate third-party defendant Prestige Facilities Services Group, Inc. as an active party in the case. Signed by Judge John E. Steele on 2/6/2018. (RKR)
UNITED STATES DISTRICT COURT
MIDDLE DISTRICT OF FLORIDA
FORT MYERS DIVISION
TARGET CORPORATION,
Third-Party Plaintiff,
v.
Case No:
2:17-cv-301-FtM-99MRM
PRESTIGE
FACILITIES
SERVICES GROUP, INC. and
GIUSEPPE TROMBA,
Third Party Defendants.
OPINION AND ORDER
This matter comes before the Court on third-party plaintiff
Target Corporation's Motion for Default Judgment Against Prestige
Facilities Services Group, Inc. (Doc. #31) filed on December 18,
2017.
No response has been filed by either third-party defendant,
and the time to respond has expired.
I.
On
June
2,
2017,
defendant
Target
Corporation
(Target)
removed a suit filed by Capital Solutions Bancorp LLC (Capital)
from Lee County Circuit Court to federal court.
Target filed an
Answer (Doc. #9), and on June 23, 2017, Target filed a Third-Party
Complaint (Doc. #15) against Prestige Facilities Services Group,
Inc. (Prestige) and Giuseppe Tromba (or Joe Tromba).
Target
reached
a
settlement,
and
the
original
Capital and
Complaint
was
dismissed with prejudice.
Only the third party complaint remains
before the Court.
On October 13, 2017, the Court ordered the Answer (Doc. #22)
filed by Tromba on behalf of himself and Prestige stricken, and
directed Tromba to file an amended answer on only his own behalf,
and for Prestige to file an amended answer only through counsel.
(Doc. #25.)
Defendant Giuseppe Tromba filed an Amended Answer
(Doc. #27) on his own behalf, however Prestige did not file an
appearance
or
amended
answer
through
counsel.
Consequently,
Target moved for and was granted a default against Prestige.
(Docs. ## 28-29.)
On December 6, 2017, a Clerk’s Entry of Default
(Doc. #30) was issued, and Target now seeks a default judgment
against Prestige under Fed. R. Civ. P. 55(a).
A. Third Party Complaint
Prestige is deemed to have admitted only the well-pled factual
allegations in the Third-party Complaint, which are as follows:
Target contracted with Prestige Facilities Services Group, Inc.
(Prestige) to construct gender-neutral bathrooms in its Minnesota
stores pursuant to a Program Agreement for Goods and Services
(Program Agreement).
Pursuant to the Program Agreement, among
other things Prestige was required to pay all subcontractors hired,
to take no action to cause a lien to be filed against Target or
any Target asset, to ensure that no liens were filed against any
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Target property for services performed or materials provided, and
to take prompt action to release any lien filed against Target.
Target
alleges
subcontractors.
Program
Prestige
hired
a
number
of
Target paid Prestige all amounts due under the
Agreement,
subcontractors.
that
however
Prestige
failed
to
pay
the
Pursuant to a Minnesota Statute, liens attached
to Target’s real property when the subcontractors were not paid.
Target alleges that Prestige breached its obligations under the
Program Agreement by failing to pay the subcontractors, and causing
the liens on Target’s property to exist.
Without Target’s knowledge, Prestige entered into an Accounts
Receivable Purchase Agreement with Capital Solutions Bancorp, LLC
(Capital), and assigned its accounts receivable from Target to
Capital.
entitled
Target
to
the
inquired
as
to
whether
payments,
to
which
Capital
Prestige
was
replied
indeed
in
the
negative, stating that Capital did not represent the company in
any capacity and payments should still be made to Prestige.
Joe
Tromba responded that Capital was making false representations
regarding the relationship which did not exist.
As a result,
Target made payments totaling $577,732 to Prestige, for which they
were sued by Capital for failure to pay under the assignment.
Target asserts a breach of the Program Agreement (Doc. #151,
Exh.
A),
which
is
attached
to
- 3 -
the
Third-Party
Complaint,
intentional
misrepresentation,
against Prestige.
and
negligent
misrepresentation
The Declaration of Joel Peters (Doc. #31-1,
Exh. 1), an employee of Target, provides a break down of the
amounts paid to Capital and each of the alleged subcontractors.
Attached to the Declaration are the invoices for the payments.
Target seeks a total of $577,000 in damages based on the payments
it made.
B. Applicable Law
When
a
defendant
plaintiff’s
defaults,
well-pleaded
it
is
allegations
“deemed
of
conclusions of law or facts not well-pleaded.
to
admit
the
but
not
facts,”
Surtain v. Hamlin
Terrace Foundation, 789 F.3d 1239, 1245 (11th Cir. 2015).
To
warrant a default judgment, the facts alleged in the pleadings
must
provide
a
sufficient
basis
for
judgment.
Id.
(quoting
Nishimatsu Const. Co., Ltd. V. Houston Nat’l Bank, 515 F.2d 1200,
1206
(5th
Cir.
1975)).
The
sufficiency
standard
is
that
“necessary to survive a motion to dismiss for failure to state a
claim.”
Id.
II.
A. Count I, Breach of Contract
In Count I, Target asserts a breach of the Program Agreement
by Prestige by its failure to prevent or remove liens from Target’s
properties.
Target
alleges
that
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Prestige
failed
to
pay
the
subcontractors after being paid in full by Target, which resulted
in liens being filed against Target by the subcontractors.
Target
argues that Prestige breached the Program Agreement by failing to
then take swift action to remove and release all liens, and Target
suffered damages.
Target relies on paragraph 7.4 of the Program
Agreement, which states:
Supplier will take no action to cause a lien
to be placed or filed against Target or any
Target asset, including any real estate owned,
controlled, or leased by Target (collectively,
“Target Property”).
In addition, Supplier
will ensure that no liens related to Services
performed or materials provided under this
Program Agreement are filed against any Target
Property. Supplier waives any right it may
have to file a lien against any Target
Property, such waiver being given with full
knowledge and understanding that Supplier is
looking only to Target for payment under this
Program Agreement. Supplier must cause any
lien that may be filed against any Target
Property to be promptly released and/or bonded
against and/or discharged of record.
(Doc. #15-1, Exh. A, pp. 3-4.)
total
of
$444,680.41
Prestige.
allegations
amounts
allegedly
owed
to
them
by
Target did not attach proof of the liens, however the
in
subcontractors
Guerriero’s
for
Target paid the subcontractors a
the
and
Third-Party
the
Complaint
subcontractors
Construction,
Ellingson
that
include,
Prestige
Plumbing,
among
Heating,
hired
others,
A/C
&
Electrical, Flare Heating and Air Conditioning, Inc., Life Safety
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Systems, Inc. and Summit Companies are deemed admitted.
(Doc.
#15, ¶¶ 13- 14.)
Guerreiros Construction corresponded directly with Target to
request payment to Prestige as the general contractor, so they
could in turn be paid, and Tromba admitted there was a work-forhire agreement with Guerreiros Construction in his Amended Answer.
(Doc. #15-2, Exh. B, p. 6; Doc. #27, ¶ 4.)
a total of $278,306.35.
Target paid Guerreiros
(Doc. #31-1, Exh. A, p. 6.)
Target
provided the invoice for this payment, along with the invoices for
the other payments in the amount of $158,879.06 to Ellingson,
$7,495.00 to Summit, and an additional $132,319.59 to Capital for
the settlement.
The motion for a default judgment as to Count I
will be granted.
B. Counts II and III
In Counts II and III, Target alleges intentional and negligent
misrepresentation, respectively, against both Prestige and Tromba
individually.
Target alleges that defendants falsely represented
that they had no relationship with Capital, or breached the duty
of care to supply accurate information; and that defendants knew
that the representation was false at the time it was made, and
they intended to have Target reply on the misrepresentation to
induce direct payment to Prestige and not Capital, or that Prestige
made the representation without exercising a reasonable duty of
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care.
Target alleges that it reasonably or justifiably relied on
the misrepresentation in deciding to pay Prestige, and suffered
damage as a result of the fraud.
Attached to the Third-Party Complaint is an e-mail chain
reflecting a response from Prestige stating: “I apologize for
[Capital’s] nonsense and false representations.
I’m not sure what
they’re thinking, but my attorney will put an end to it.
not represent my company in any capacity.”
p. 2.)
They do
(Doc. #15-2, Exh. B,
Prestige also indicated that all payments would still be
made to Prestige, and it did not know why Capital was contacting
Target.
(Id.)
The original Complaint filed by Capital attached
the Accounts Receivable Purchase Agreement with Prestige.
#2-1, Exh. A.)
(Doc.
Target paid Capital $132,319.59 to settle its
claims against Target, after having paid Prestige the total amount
under the Program Agreement.
(Doc. #31-1, Exh. D, p. 12.)
Based on the allegations, it would appear that Target is
entitled to judgment as to Counts II and III against Prestige for
the amount paid to Capital.
The motion will be granted as to
these counts.
The Court notes that Counts II and III are fully incorporated
into all preceding paragraphs, including Count I, resulting in a
shotgun pleading condemned by the Eleventh Circuit.
See Weiland
v. Palm Beach Cnty. Sheriff’s Office, 792 F.3d 1313, 1321 (11th
- 7 -
Cir. 2015).
When faced with a pleading containing “irrelevant
factual allegations and legal conclusions”, Strategic Income Fund,
L.L.C. v. Spear, Leeds & Kellogg Corp., 305 F.3d 1293, 1295 (11th
Cir. 2002), the Court has an obligation to exercise its “inherent
power to manage its docket”, and direct that the complaint be
repleaded.
Weiland, 792 F.3d at 1321 n.10.
In this case, the
Court will redact the paragraphs that incorporate all preceding
paragraphs to rectify the error.
Accordingly, it is hereby
ORDERED:
1. The
Third-Party
incorporate
only
Complaint
the
(Doc.
relevant
allegations as follows:
#15)
and
is
redacted
applicable
to
factual
Paragraph 27 shall incorporate
only paragraphs 8 through 17 and paragraphs 31 and 37 shall
only incorporate paragraphs 18 through 26.
2. Third-Party
Default
Plaintiff
Judgment
Target
Against
Corporation’s
Prestige
Motion
Facilities
for
Services
Group, Inc. (Doc. #31) is GRANTED in favor of Target
Corporation
and
against
Prestige
Facilities
Services
Group, Inc. in the amount of $577,000, for total damages
on all counts, with post-judgment interest accruing at the
applicable legal rate upon the entry of judgment until
paid.
The Clerk shall withhold the entry of judgment until
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the
conclusion
of
the
case
but
terminate
third-party
defendant Prestige Facilities Services Group, Inc. as an
active party in the case.
DONE and ORDERED at Fort Myers, Florida, this
February, 2018.
Copies:
Counsel of Record
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6th
day of
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