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Biscayne Investment Group5/11/2005
Before FLETCHER and CORTINAS, JJ., and SCHWARTZ, Senior Judge.
The plaintiffs, Biscayne Investment Group, Ltd., et al., appeal from final orders dismissing the four counts of their third amended complaint with prejudice. We affirm, in part, and reverse, in part.
In the underlying action, the plaintiffs, the developer of the Knightsbridge Condominium Units ("Knightsbridge"), filed a third amended complaint against Guarantee Management Services, Inc. ("Guarantee"), the management company hired to manage Knightsbridge. The third amended complaint alleged breach of contract, fraud in the inducement, equitable subrogation, and negligence. The plaintiffs attached thereto a contract for management services between Guarantee and Castillo Condominium Association, Inc. ("Management Agreement"). The trial court entered orders dismissing with prejudice all four counts.
When considering a motion to dismiss, a trial court must look only to the four corners of the complaint including the attachments, and the allegations contained therein must be taken as true without regard to the pleader's ability to prove them. Coriat v. Global Assurance Group, Inc., 862 So. 2d 743 (Fla. 3d DCA 2003). On appeal, this court must determine de novo whether the complaint alleges sufficient ultimate facts that would entitle the plaintiff to relief. Cohen v. American Home Assurance Co., 367 So. 2d 677, 681 (Fla. 3d DCA), cert. denied, 378 So. 2d 342 (Fla. 1979). With this in mind, we examine the four counts of the plaintiffs' third amended complaint and the attached Management Agreement.
In the general allegations of the complaint, the plaintiffs alleged that they were the owners of Knightsbridge in Miami Beach, Florida, and that they were in the business of selling and renting the condominium units at Knightsbridge. The plaintiffs further alleged that, as the developer in control, they were charged with operating the Knightsbridge Condominium Association ("Association") and that they were essentially its board of directors. They also alleged that, as the owner/developer in control of the Association pre-turnover, they hired Guarantee as the management company for the Knightsbridge Condominiums and the Association. Lastly, the plaintiffs alleged that they were responsible for financial shortfalls in the Association's budget.
In count one, the plaintiffs alleged breach of contract stating that they caused the Association to enter into the Management Agreement with Guarantee. The plaintiffs maintained that the Management Agreement was a means of resolving litigation between themselves as the developer and certain unit owners, and that there was an express verbal understanding that the Management Agreement would benefit the plaintiffs as the developer. The plaintiffs then detailed Guarantee's alleged breach of the Management Agreement.
Upon reviewing the allegations contained in the breach of contract count and the attached Management Agreement, we affirm the trial court's dismissal of count one with prejudice.
The underlying contract was entered into between Guarantee and Castillo Condominium Association, Inc. The plaintiffs were not parties to the contract. Unless a person is a party to a contract, that person may not sue for breach of that contract where the non-party has received only an incidental or consequential benefit of the contract. Metropolitan Life Ins. Co. v. McCarson, 467 So. 2d 277 (Fla. 1985); Caretta Trucking, Inc. v. Cheoy Lee Shipyards, Ltd., 647 So. 2d 1028 (Fla. 4th DCA 1994).
The plaintiffs, however, contend that they were intended third party beneficiaries, and as such, they are able to bring suit on the underlying contract
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