Hi kiddies, it's that time of the week when our merry band of beloved jurists dispense their short stories of justice, that glorious day when the resplendently robed scribes by the highway swill their coffee, deny their writs, and occasionally
wreak havoc with our entire system of equitable jurisprudence, as they do so in this action-packed edition of 3d DCA Watch:
Extraordinary Title v. FPL:
Careful readers may recall
we previously covered this holiday gift to FPL, wrapped in a nice bow by the sartorially-sharp Alvin Davis and tenderly placed under the corporate tree by Judge Rothenberg.
Well, like
Mickey Rourke and
European antisemitism, it's back.
This time I want to focus on the unjust enrichment portion of this decision. Here's the factual summary:
Extraordinary Title Services, LLC (“Plaintiff”), on its behalf and on behalf of all Florida Power & Light Company (“FPL”) account holders in Florida, filed suit against FPL and FPL’s parent company, FPL Group, Inc. (“Group”) (collectively, “Defendants”), alleging in its second amended complaint as follows. FPL bills and collects monies from its customers for federal corporate taxes it expects to pay to the United States government. As FPL is included in Group’s consolidated federal tax returns along with Group’s other subsidiaries, FPL’s profits are offset by the losses of Group’s unprofitable subsidiaries, and therefore, the monies collected by FPL for federal corporate taxes are either not paid to the federal government or partially paid and then subsequently refunded to Group by the federal government.
So FPL collects more than it should from its customers for federal taxes, but immediately transfers the overcharged amounts to its corporate parent, Group, which then gets the money back from the feds and never returns any of it to FPL's customers.
Sounds like a plan! Let's see what Judge Rothenberg thinks of this scheme:
In the instant case, the second amended complaint indicates that Plaintiff has absolutely no relationship with Group and has not conferred a direct benefit upon Group. Plaintiff contracted with FPL, not Group, for electricity; Plaintiff paid FPL, not Group; and Group provided no services to Plaintiff. Based on these facts, which are not in dispute, the Plaintiff cannot allege nor establish that it conferred a direct benefit upon Group. Therefore, we conclude that the trial court properly dismissed with prejudice the unjust enrichment claim asserted against Group.
What??
Cue David:
It's on America's tortured brow
That Mickey Mouse has grown up a cow
Now the workers have struck for fame
'Cause Lennon's on sale again
See the mice in their million hordes
From Ibiza to the Norfolk Broads
Rule Britannia is out of bounds
To my mother, my dog, and clowns
But the film is a saddening bore
'Cause I wrote it ten times or more
It's about to be writ again
As I ask you to focus on
Sailors fighting in the dance hall
Oh man! Look at those cavemen go
It's the freakiest show
Take a look at the Lawman
Beating up the wrong guy
Oh man! Wonder if he'll ever know
He's in the best selling show
Is there life on Mars?
So let me get this straight. You are advising corporate wrongdoers (and we know they exist --
hi Bernie!) to simply kick up any ill-gotten gains taken from a customer or client directly to its corporate parent, thereby completely insulating the sub and the parent from any liability to the customer whatsoever.
That sounds like a roadmap for how to escape corporate liability, not an analysis of one of the oldest and most flexible forms of equitable relief in all of jurisprudence. Remember, equitable claims -- unlike legal -- are intended to broadly address issues of simple justice not otherwise covered by more formal and rigid legal claims.
At least that's what
Professor Stotzky said.
The 3d's reliance on that old warhorse, People's National, is similarly misplaced. In Peoples, Southeast was kicking the unjust gains out to
completely independent participating banks, not upward to its own parent that owns and controls the sub's balance sheet. The analogy might be apt if the banks were all corporate parents of Southeast, which of course they were not. And if they were -- the decision would have been different!
Judge, can we try this all over again? Pretty please?
