Miami Jury Awards $4.25M in Share Sale Contract Dispute
Table of Contents
Case Background
This case arose in the Circuit Court of the 11th Judicial Circuit in and for Miami-Dade County, Florida, under contract and property law. Plaintiff Jose A. Trespalacios, Jr., acting as trustee of his revocable living trust, filed suit against Josue M. Navarro, Reliance Wholesale, Inc., and Reliance Group Investments, LLC. Trespalacios had been a 40% shareholder in Reliance Wholesale, a Tennessee-based corporation operating in Florida. The dispute emerged after the parties entered a high-value share sale agreement. Jurisdiction and venue were proper as the agreement was executed and breached in Miami-Dade County.
Cause of the Suit
On October 7, 2022, Trespalacios and Navarro signed a Binding Term Sheet. It required Navarro to buy Trespalacios’ shares in Reliance Wholesale for $8.5 million, split into two equal instalments. Navarro paid the first $4.25 million into escrow, triggering the transfer of all shares to him at closing. The second instalment was due by October 6, 2023. Navarro failed to make this payment. Reliance Wholesale had guaranteed Navarro’s full payment but also failed to honor this obligation. Additionally, Trespalacios and Navarro jointly owned real property through Reliance Group Investments, LLC. A conflict arose over partitioning this indivisible property. When demands to cure the breaches failed, Trespalacios filed suit.
Injury Suffered
Trespalacios lost the remaining $4.25 million owed under the Binding Term Sheet. He had already transferred full ownership of his shares to Navarro. The failure to receive final payment deprived him of the agreed consideration and equity value. He also suffered from Reliance Wholesale’s failure to fulfil its guarantee. Trespalacios claimed a beneficial interest in commercial property jointly owned through Reliance Group. The inability to partition or liquidate this asset caused further financial uncertainty. He incurred legal fees and costs in enforcing his rights and obligations under the agreement.
Damages Sought
Trespalacios claimed monetary damages for breach of contract and breach of guaranty. He demanded the unpaid balance of $4.25 million, plus interest, attorney’s fees, and litigation costs. For the partition claim, he sought court-supervised sale of the jointly held real estate and division of net proceeds. He also requested cost-sharing of partition expenses. In an alternative unjust enrichment count, he asserted that Navarro received full benefit of the shares without paying the full price. He asked the court to prevent Navarro’s unjust retention of this benefit.
Key Arguments and Proceedings
Legal Representation
Plaintiffs: Jose A. Trespalacios, Jr
o Counsel for Plaintiffs: Jeffrey J Leavitt | Michael A Hanzman | Maia Aron | Victor Sanabria
Defendants: Josue M Navarro| Reliance Group Investments, LLC| Reliance Wholesale, Inc.
o Counsel for Defendants: Javier A. Lopez | Daniel Herrera | Jeffrey J Leavitt
Claims Asserted
The Plaintiff brought four separate causes of action:
1. Breach of Contract – Against Navarro for failure to make the second instalment of the purchase price.
2. Breach of Guaranty – Against Reliance Wholesale, Inc. for not fulfilling the payment guarantee.
3. Partition of Real Property – Against Reliance Group Investments, LLC under Chapter 64, Florida Statutes, requesting a court-ordered sale and division of proceeds.
4. Unjust Enrichment (Alternative) – Against Navarro, seeking damages for retaining benefits without payment.
Defense Position
Defendants Josue M. Navarro and Reliance Wholesale, Inc. accepted that the second instalment remained unpaid, but they firmly denied legal liability for that non-payment. They argued that events after the share sale made performance impossible. According to their story, shortly after the transaction closed, Plaintiff Jose A. Trespalacios, Jr. began a campaign that crippled Reliance Wholesale’s ability to operate. Navarro said Trespalacios recruited critical staff members away from the company, including the controller and key sales managers, and then backed a competing business. These moves, the Defendants said, severed essential relationships, emptied the company’s institutional knowledge, and wrecked its sales pipeline.
Navarro claimed the parties had discussed a verbal assurance that Trespalacios would not contact Reliance employees after the sale. He said Trespalacios broke that promise and used insider access to lure staff and customers away. For that reason, Navarro presented impossibility of performance as a defense, arguing that the company could not meet its obligations once the workforce and systems collapsed. He supplemented that defense with accusations of fraud in the inducement, saying Trespalacios misrepresented his intentions when he framed the buyout as a peaceful exit. The Defendants used the doctrine of unclean hands to suggest Trespalacios should not get relief if he had acted unfairly.
Jury Verdict
The jury found in favor of Trespalacios, ruling that a valid contract existed, he met all obligations, and Navarro failed to pay the $4.25 million due. They also upheld the alternative unjust enrichment claim for the same amount, confirming Navarro’s financial liability and securing full compensation under the agreement.
Court Documents