Felix Erdulfo Malaga Torres v Millenium World Trade Business, LLC Et Al

On July 11, 2024, the Florida jury returned a defense verdict in favor of Millennium World Trade Business, LLC after finding Plaintiff Felix Torres’s claims of breach of contract and unjust enrichment to be unfounded.

Case Background

On January 27, 2023, Felix Torres filed an action for breach of contract before the Florida State, Miami-Dade County, Eleventh Circuit Court.  Judge Lisa S. Walsh presided over this case. [Case number: 2023-001445-CA-01]

Cause

On February 13, 2013, Plaintiff Felix Erdulfo Malaga Torres entered into a Purchase Agreement with New Osimo, LLC to buy two properties—a “Large Lot” and a “Small Lot”—for $3,750,000.00. To facilitate the purchase, Torres deposited $1,817,500.00 with Millennium World Trade Business, LLC, covering 48.5% of the total price. On April 12, 2013, New Osimo, LLC recorded a Special Warranty Deed naming Millennium as the Grantee.

On March 29, 2019, all Millennium members transferred their interests to Ernesto, as detailed in the Assignments of Membership Interest. Consequently, Ernesto became the sole member and manager of Millennium.

On June 23, 2022, Ernesto, acting as Millennium’s Managing Member, executed a $1,800,000.00 mortgage on both properties. Ernesto was listed as the Mortgagor, while Millennium was the Mortgagee. Felix retained an equitable interest in Millennium through his $1,817,500.00 investment and began negotiating with Ernesto for compensation related to this interest.

On September 10, 2022, Torres and the Defendants signed a transaction agreement, which required removing the Mortgage and transferring the Large Lot to Ernesto and the Small Lot to Torres. The agreement also granted Ernesto a “Buyer’s Option” to buy the Small Lot from the plaintiff for $1,873,000.00 before October 31, 2022. Ernesto never exercised this option by paying the full amount.

Due to Ernesto’s failure to exercise the Buyer’s Option and the terms of the agreement, the Plaintiff should have received ownership of the Small Lot. However, the Defendants did not transfer the title of the Small Lot to Torres nor remove the Mortgage as required by the agreement.

Damages

The Plaintiff respectfully requested that the Court issue a decree directing the defendants to fulfill their obligations under the Agreement. Alternatively, he sought a judgment for monetary damages in an amount to be determined if a specific performance was deemed unavailable or inappropriate.

Torres asked the Court to enter judgment against the defendants for general damages, special damages of $2,320,000.00, attorneys’ fees, costs, and prejudgment and post-judgment interest as allowed by law. He also requested that the Court quiet the title of the Small Lot in his favor, declare the defendants’ claimed interest in the Small Lot void, and provide any additional relief deemed appropriate.

Furthermore, the plaintiff demanded constructive trust on the Small Lot against Defendant Millennium and Defendant Ernesto.

Key Arguments and Proceedings

Legal Representation

  • Plaintiff(s): Felix Erdulfo Malaga Torres
    • Counsel for Plaintiff(s): George Diaz | Mitchell Jagodinski
    • Experts for Plaintiff(s): Sonia Pascual, CPA
  • Defendant(s): Millennium World Trade Business, LLC | Ernesto Noe Malaga Torres
    • Counsel for Defendant(s): Eduardo A. Maura

Claims

Defendants breached the Agreement by not transferring the title of the Small Lot to the Plaintiff, as specified in clause four. They also failed to release the Mortgage on the Small Lot immediately, as required by clause five.

The Plaintiff alleged that the Defendants committed slander of title by not transferring legal title and by keeping the Mortgage on the Small Lot. Ernesto created a false impression that Millennium still owned the property and that he held a valid Mortgage.

The Plaintiff deposited a total of $1,817,500.00 into Millennium for the purchase of the Small Lot and Large Lot. This amount covered 48.5% of the total purchase price. Millennium’s Manager, Ernesto, had agreed to transfer the legal title of the Small Lot to the plaintiff and remove the Mortgage. The plaintiff maintained an equitable title and was the rightful owner of the Small Lot. However, the Defendants failed to transfer the title, and Ernesto did not remove the Mortgage.

Millennium unjustly enriched itself by retaining the legal title of the Small Lot. Similarly, Ernesto unjustly enriched himself by controlling the property for his personal business operations.

Defense

The Defendant denied the allegations of breach of contract against them. In response, the defense asserted affirmative defenses claiming that the Plaintiff had failed to establish a cause of action.

Expert Testimony

The Plaintiff brought in expert witness Sonia Pascual, a Certified Public Accountant and Senior Tax Manager. She testified regarding Millennium World Trade Business, LLC’s Amended and Original Tax Returns from 2018 to the present. She also opined on the related effects of Millennium’s Amended and Original Tax Returns on Millennium’s members’ personal tax returns.

Jury Verdict

On July 11, 2024, the Florida jury returned a defense verdict. The jury found that the contract terms were not clear enough, preventing each party from understanding what was required of them. Thus, no breach of contract was found.

On July 22, 2024, Judge Lisa Walsh entered a final judgment consistent with the verdict.

Court Documents:

Available upon request