CopyPublished | Florida 5th District Court of Appeal
...amended complaint for statutory reimbursement from Appellee,
Judith R. Collins, as beneficiaries of the James G. Collins Trust
(the “Trust”). In particular, Appellants argue that the trial court
erred in dismissing Count I because the Trust is an
accommodation party pursuant to section 673.4191, Florida
Statutes (2021), and because, as beneficiaries of the Trust, they
have standing to sue for statutory reimbursement....
...reimbursement from Collins. Initially, Appellants filed a
complaint that was dismissed without prejudice. Subsequently,
Appellants filed an amended complaint against Collins and
Cypress Trust, with Count I being a claim for statutory
reimbursement pursuant to section 673.4191 and Count II being
an action entitled “judicial instruction.”
Thereafter, Collins filed a motion to dismiss the amended
complaint, in which she argued that Count I of the amended
complaint should be dismissed for failure to state a cause of action
for statutory reimbursement on two bases. First, she asserted that
section 673.4191 applies only to natural persons and, therefore, is
inapplicable to entities or trusts....
...merely contingent beneficiaries under the Trust, and they had not
otherwise alleged that they were parties to the contract or
transaction, which would confer standing to sue on behalf of the
Trust. In regards to standing, Collins further asserted that even if
a cause of action under section 673.4191 were available to the
Trust, Cypress Trust, as the successor trustee, would be the only
proper party to bring an action for damages resulting from the
transaction, not the contingent beneficiaries of the Trust.
After a hearing on Collins’ motion to dismiss, the trial court
dismissed Count I with prejudice and Count II without prejudice.
In its order, the trial court concluded that the Trust was not an
accommodation party under section 673.4191. It also noted that
even if section 673.4191 did apply, it would be Cypress Trust,
acting as successor trustee on behalf of the Trust, that would have
standing to seek reimbursement from Collins, and not Appellants.
Appellants then voluntarily dismissed Count II of the amended
complaint....
...So. 3d at 933
(citing Mlinar,
186 So. 3d at 1004).
A.
First, Appellants contend that the trial court erred when it
found that the Trust could not constitute an accommodation party
subject to the provisions of section
673.4191. Appellants’
arguments involve the interpretation of section
673.4191.
When interpreting a statute, Florida courts adhere to the
“supremacy-of-text principle,” meaning that “[t]he words of a
governing text are of paramount concern, and what they convey,
in their context, is what the text means.” Ham v....
...sense, unless the context furnishes some ground to control, qualify,
or enlarge it.” State v. McKenzie,
331 So. 3d 666, 670 (Fla. 2021)
(quoting Joseph Story, Commentaries on the Constitution of the
United States 157–58 (1833), quoted in Scalia & Gardner, Reading
Law at 69).
Section
673.4191 is entitled “Instruments signed for
accommodation.” Pursuant to subsection
673.4191(1), an
“accommodation party” is a party to an instrument who “signs the
instrument for the purpose of incurring liability on the instrument
without being a direct beneficiary of the value given for the
instrument.” The party who receives the benefit is the
“accommodated party.” §
673.4191(1), Fla....
...in contribution, to their
4
co-accommodation makers.” Palma v. S. Fla. Pulmonary & Critical
Care, LLC,
307 So. 3d 860, 865 (Fla. 3d DCA 2020) (citing Dobrow
v. Bryant,
427 So. 2d 809, 810 (Fla. 5th DCA 1983)). Subsection
673.4191(5) provides that “an accommodation party who pays the
instrument is entitled to reimbursement from the accommodated
party and is entitled to enforce the instrument against the
accommodated party.”
Neither chapter 673 nor section
673.4191 defines the term
“person” or “a party” as a trust....
...enture; government;
governmental subdivision, agency or instrumentality; public
corporation; or any other legal or commercial entity.” §
671.201(30), Fla. Stat. (2021) (emphasis added). Thus, a “trust” is
a person or party for the purposes of section
673.4191.
In confining ourselves to the four corners of the amended
complaint and accepting the allegations of the amended complaint
as true, Appellants sufficiently alleged that section
673.4191
applies to the Trust under the unique facts of this case. First, the
parties did not dispute in the lower court proceedings that the Note
constitutes a negotiable instrument under section
673.4191(1). See
Palma,
307 So. 3d at 864 (applying section
673.4191 to a
promissory note because a promissory note is a negotiable
instrument within the meaning of chapter 673). In addition, the
amended complaint alleges the Note was issued for Collins’
benefit; and as such, Collins could be an accommodated party
within the meaning of section
673.4191(1).
Grantor, as the then-trustee of the Trust, signed the Note
and the Pledge Agreement....
...Put differently,
Northern Trust could have independently sought contribution
from either the Trust, Grantor, or Collins, and it would have been
Northern Trust’s right to enforce the Note against any of the three
parties, which supports Appellants’ claim that the Trust was an
accommodation party. See § 673.4191(2), Fla. Stat. Further, the
5
amended complaint alleged that the Trust did not receive a benefit.
See § 673.4191(1), Fla....
...an accommodation party, several factors are to be considered,
including . . . whether the party received any benefit from the
transaction . . . .” (internal citations omitted)). As a result, it
appears that the Trust could qualify as an accommodation party
under section 673.4191(1). Once the Trust paid the debt owed by
Collins, it had the right to recover the funds from Collins pursuant
to section 673.4191(5)....
...We do not decide whether this
analysis is correct because, even if it is, at the time the debt was
paid, the trust had become irrevocable, and Collins, who was
neither a grantor nor the trustee of the Trust, was an additional
party to the transaction (as a comaker). This made section
673.4191 applicable as to Collins and the Trust.
6
v....
...demonstrated that they have standing to bring an action against
Collins for statutory reimbursement.
III.
In sum, the Trust, as the accommodation party, is the only
party that could bring an action to recover funds from Collins
under section 673.4191....
