Miami Jury Awards $4.25M in Share Sale Contract Dispute
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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 trans
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