## Facts

- Bankers Mutual Capital Corporation (Bankers) purchased accounts receivable owed to Mike Lang Electrical Contractors, Inc. (MLEC), an electrical subcontractor, for work MLEC performed for Jessla Construction Corporation (Jessla), a general contractor on multiple Dade County projects.
- Bankers’ purchase of the receivables was part of a factoring arrangement through which Bankers obtained assignments of MLEC’s rights to payment under Jessla’s pay requisitions.
- To secure payment on the assigned receivables, Bankers entered into eleven separate joint-check agreements with Jessla and MLEC, each tied to a particular pay requisition.
- Felix Lima, Jessla’s qualifying agent, president, and secretary, executed the joint-check agreements on Jessla’s behalf.
- Bankers alleged that, before Bankers entered the joint-check agreements, Lima and Jessla misrepresented how many other creditors had the right to collect from the same pay requisitions.
- Bankers alleged the number of competing creditors affected Bankers’ ability to collect the assigned funds and that it would not have entered the joint-check agreements but for the alleged misrepresentations.
- Bankers sued multiple defendants (including Jessla, Lima, and United States Fidelity and Guaranty Company), asserting several theories; as to Lima individually, Bankers asserted eleven counts of fraud in the inducement based on the pre-agreement statements about competing creditors.
- The trial court dismissed the fraud-in-the-inducement claims once with leave to amend, directing Bankers to plead the alleged misrepresentations with specificity.
- After Bankers filed an amended complaint, the trial court dismissed the fraud-in-the-inducement counts against Lima individually with prejudice and entered a partial final judgment as to Lima; Bankers appealed.

## Issues

1. Did the amended complaint state a cause of action for fraud in the inducement against Lima individually?
2. Were the fraud allegations pleaded with sufficient particularity to satisfy Florida Rule of Civil Procedure 1.120(b) and survive a motion to dismiss?
3. Was the appealed order reviewable as a partial final judgment where all claims against Lima were dismissed but claims against other defendants remained pending?

## Decision

- The Fourth District held it had jurisdiction to review the partial final judgment because the order disposed of all claims against Lima, even though the case continued against other defendants.
- The court reversed the dismissal with prejudice of Bankers’ fraud-in-the-inducement counts against Lima.
- The court concluded the amended complaint alleged fraud in the inducement with enough detail to give notice of the claimed misrepresentations and the basis for liability.
- The case was remanded for further proceedings consistent with the reversal.

## Legal Principles

- Fraud in the inducement requires allegations that: (1) the defendant made a false statement concerning a material fact; (2) the defendant knew the statement was false (or made it without knowledge of its truth or falsity); (3) the defendant intended the statement to induce the plaintiff to act; and (4) the plaintiff justifiably relied on the statement and suffered damages.
- Under Florida Rule of Civil Procedure 1.120(b), the circumstances constituting fraud must be stated with particularity; at the motion-to-dismiss stage, well-pleaded facts are accepted as true and viewed in the light most favorable to the pleader.
- A fraud-in-the-inducement claim may proceed where the alleged misrepresentations are made before contract formation and induce the plaintiff to enter the agreement, rather than merely restating a failure to perform a contractual promise.
- An order dismissing all claims against a single party can be treated as a partial final judgment reviewable under Florida Rule of Appellate Procedure 9.110(k), even if other claims remain pending in the trial court.

## Conclusion

The Fourth District reversed the partial final judgment that dismissed Bankers’ fraud-in-the-inducement counts against Felix Lima individually, holding that Bankers’ amended complaint alleged specific pre-contract misrepresentations about competing creditors’ rights to the pay requisitions, alleged reliance and resulting loss, and therefore met Florida’s particularity requirement for pleading fraud; the case was remanded for further proceedings.


Bankers Mutual Capital Corp. v. United States Fidelity and Guaranty Co., 784 So. 2d 485 (2001)