## Facts

- In 2001, a nonprofit (Collins Center for Public Policy) applied for a philanthropic grant to support community development in Miami’s Overtown neighborhood.
- The John S. and James L. Knight Foundation awarded $3 million; $1.5 million was designated for acquisition of real property by an “independent” nonprofit land trust to acquire, hold, and facilitate land development for community benefit.
- In 2002, the Collins Center formed South Florida Smart Growth Land Trust, Inc., which acquired real property using grant funds.
- In 2013, the Land Trust’s board voted to transfer all Land Trust properties, without consideration, to Urban Philanthropies, Inc., a newly established nonprofit.
- Urban sold all properties and placed the proceeds into investment/annuity accounts it controlled; the Foundation alleged the proceeds were being used for purposes contrary to the grant’s intent.
- The Foundation alleged it learned of the transfer and alleged misuse in December 2015 and filed suit that month.
- The Foundation sued (1) Land Trust board members for breach of fiduciary duty, (2) Urban for unjust enrichment, and (3) all defendants for imposition of a resulting trust, asserting the arrangement created or was intended to create a charitable trust over the properties and proceeds.
- The trial court entered final judgment for defendants via summary judgment, concluding (among other grounds) that no charitable trust existed and that claims were barred by limitations and laches.

## Issues

1. Whether summary judgment was proper given conflicting evidence about whether the parties formed or intended to form a charitable trust governing the land and/or proceeds.
2. Whether disputes of material fact precluded summary judgment on statute-of-limitations and laches defenses, including when the Foundation knew or should have known of the challenged transfer and use of proceeds.

## Decision

- The appellate court reversed the final judgment and remanded.
- The court held that material factual disputes existed as to whether the parties formed or intended to form a charitable trust, making summary judgment improper.
- The court also held that factual disputes regarding notice, timing, and related circumstances prevented summary judgment on limitations and laches.

## Legal Principles

- Summary judgment is improper where genuine issues of material fact exist; courts may not resolve evidentiary conflicts or weigh credibility at that stage.
- Whether a charitable trust was created generally turns on intent; where intent is disputed and supported by conflicting testimony/documents, the question is for the factfinder.
- Limitations and laches defenses may not be resolved on summary judgment when material facts are disputed concerning accrual, discovery/notice, and prejudice.

## Conclusion

The court reinstated the Foundation’s claims for further proceedings because the record contained conflicting evidence on whether the grant arrangement imposed charitable trust obligations on the land and proceeds, and because disputed facts also barred summary judgment on timeliness and laches defenses.


John S. & James L. Knight Found., Inc. v. Urban Philanthropies, Inc., 248 So. 3d 233 (Fla. 3d DCA 2018)