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Filing# 147485129 E-Filed 04/11/2022 09:25:54 PM
IN THE CIRCUIT COURT OF THE
17TH JUDICIAL CIRCUIT IN AND FOR
BROWARD COUNTY, FLORIDA
CASE NO.. CACE- 21- 010368
JENNIFER BRADLEY,
and JENNIFER
individually,
BRADLEY CORPORATION, INC.
a Florida Corporation,
Plaintiffs,
V
WILLIAM BROWNING, individually
and BROWNING PRODUCTIONS AND
ENTERTAINMENT, INC., a Florida
Corporation
Defendants.
'
MOTION TO DISMISS AMENDED COMPLAINT WITH PREJUDICE
Defendants, William Browning ("Browning") and Browning Productions and
the "Defendants"), pursuant to Fla. R. Civ. P. 1.140(b)
Entertainment, Inc. ("BPE") (collectively
move this Court for entry of an order dismissing the Amended Complaint
(the"Amended Complaint" or the "A C') filed by Plaintiffs,Jennifer Bradley ("Bradley") and
Jennifer Bradley Corporation,Inc. ("JBC') (collectively The grounds
the "P/aintlifs"). for this
motion are as follows:
PRELIMINARY STATEMENT
The originalComplaint in this action was dismissed by this Court on February 10, 2022
("Dismissed Complaint"). The Amended Complaint suffers from the same defects as the
Dismissed Complaint and should be dismissed for some ofthe same reasons, i.e.,
Plaintiffs cannot
maintain a claim againstDefendants, because neither ofthe Defendants are party to the agreements
1
ASSOU]LINE & BERL(AVE, PA.
2101 Corporate Blvd NW #410, Boca Raton, FL 33431 ? Telephone: 561-361-6566
*** FILED: BROWARD COUNTY, FL BRENDA D. FORMAN, CLERK 04/11/2022 09:25:53 PM.****
(the"Agreements") attached to the Amended Complaint. Specifically
I Count I for breach of written agreement should be dismissed, because Defendants were
not partiesto the allegedwritten Agreements;
II. Count II for breach of oral agreement should be dismissed, because it violates the
parole evidence rule, merger doctrine, integrationclauses, statute of frauds and is
nullified by the agreements attached to the Amended Complaint;
III. Count III for unjustenrichment should be dismissed, because Plaintiffs allegea written
contract existed;
IV. Count IV for fraud should be dismissed, because it violates the parole evidence rule,
clauses,economic
merger doctrine,integration loss rule,and Plaintiffs fail to allege
any actual misrepresentationsor damages reasonably caused by misrepresentations;
V. Count V for civil theft should be dismissed, because Plaintiffs' fail to show wrongful
dominion by the Defendants of traceable funds, violates the parole evidence rule,
merger doctrine,integrationclauses,and is nullified by the agreements attached to the
Amended Complaint
VI. Count VI for conversion should be dismissed, because Plaintiffs' fail to show wrongful
dominion by the Defendants of traceable funds, violates the parole evidence rule,
clauses,and
merger doctrine,integration is nullified by the agreements attached to the
Amended Complaint
VII. relief should be dismissed,because the Agreements attached
Count VII for declaratory
to complaint nullify its request, there is no reasonable dispute that Operating
Agreement "prevailsas to members, dissociated members, transferees and managers"
over conflicting or lack thereof with the Department of State.
filings
2
ASSOU]LINE & BERL(AVE, PA.
2101 Corporate Blvd NW #410, Boca Raton, FL 33431 ? Telephone: 561-361-6566
For these reasons, as more fullyset forth below, the Amended Complaint should be
dismissed in its with prejudice.
entirety,
RELEVANT BACKGROUND
1. On May 24,2021, Plaintiffs filed the Dismissed Complaint againstDefendants for
six counts: i)Breach of Contract; ii)Unjust Enrichment; iii)
Fraud; iv)Civil Theft; v) Conversion;
and, vi)DeclaratoryJudgment.
2. The Dismissed Complaint was dismissed in its entiretyby this Court on
February 10,2022.
3 The Amended Complaint adds a count for "Breach of Oral Contract,"1 but
maintains the same partiesand the same attachments (except that the Amended Complaint
contained one additional attachment which are copies of alleged checks made pursuant to the
Agreements). The attachments to the Amended Complaint compare to those in the Dismissed
Complaint as follows:
Exhibit No. to Exhibit No. to
Exhibit
Dismissed Complaint Amended Complaint
Operating Agreement A
LOI B
IOU C
Civil Theft Notice D
Notice to Vacate E
Checks n/a D
4. The Manager Managed Limited LiabilityCompany Operating Agreement dated
Dec. 9, 2019 (the "Operating Agreement") is between non-parties Raw Beauty TV, LLC
('tRBTF'), Jennifer Bradley Productions, LLC ("JBP") and Browning Companies International,
1
The Amended Complaint contains the followingcounts: i)Breach ofWritten Contract: The LOI;
ii)Breach of Oral Contract; iii)
Unjust Enrichment; iv)Fraud; v) Civil Theft;vi)Conversion; and
vii)DeclaratoryJudgment.
3
ASSOU]LINE & BERL(AVE, PA.
2101 Corporate Blvd NW #410, Boca Raton, FL 33431 ? Telephone: 561-361-6566
LLC Cc'Bcr) According the Operating Agreement Jennifer Bradley is a managing member of
RBTV, and JBP is a 50% owner of RBTV.
5. The Letter of Intent ("LOT') for JBC for TV Series Brand Integrationincludes an
agreement allegedlybetween
integration RBTV and JBC.
MEMORANDUM OF LAW
A motion to dismiss tests whether the Plaintiff has stated a cause of action. Bell v. Indian
River Memorial Hospital,778 So. 2d 1030, 1032 (Fla.4th DCA 2001).In consideringthemerits of
a motion to dismiss, a court may not go beyond the four corners of the complaint and must accept
the facts allegedas true. Taylor v. Cityof Riviera Beach,%01 So. 2d 259, 262 (Fla.4th DCA 2001),
rev. denied 821 So. 2d 293 (Fla.2002). However, to state a cause of action,the complaintmust set
forth sufficient ultimate facts to show that the is entitled to the relief sought.Ibid.
plaintiff
Further,Florida law is clear that any time exhibits to a complaint contradict the allegations
in the complaint,the exhibits control. Rolling Oaks Homeowner's Ass'n, Inc. v. Dade Coun
Preview
Filing# 147485129 E-Filed 04/11/2022 09:25:54 PM IN THE CIRCUIT COURT OF THE 17TH JUDICIAL CIRCUIT IN AND FOR BROWARD COUNTY, FLORIDA CASE NO.. CACE- 21- 010368 JENNIFER BRADLEY, and JENNIFER individually, BRADLEY CORPORATION, INC. a Florida Corporation, Plaintiffs, V WILLIAM BROWNING, individually and BROWNING PRODUCTIONS AND ENTERTAINMENT, INC., a Florida Corporation Defendants. ' MOTION TO DISMISS AMENDED COMPLAINT WITH PREJUDICE Defendants, William Browning ("Browning") and Browning Productions and the "Defendants"), pursuant to Fla. R. Civ. P. 1.140(b) Entertainment, Inc. ("BPE") (collectively move this Court for entry of an order dismissing the Amended Complaint (the"Amended Complaint" or the "A C') filed by Plaintiffs,Jennifer Bradley ("Bradley") and Jennifer Bradley Corporation,Inc. ("JBC') (collectively The grounds the "P/aintlifs"). for this motion are as follows: PRELIMINARY STATEMENT The originalComplaint in this action was dismissed by this Court on February 10, 2022 ("Dismissed Complaint"). The Amended Complaint suffers from the same defects as the Dismissed Complaint and should be dismissed for some ofthe same reasons, i.e., Plaintiffs cannot maintain a claim againstDefendants, because neither ofthe Defendants are party to the agreements 1 ASSOU]LINE & BERL(AVE, PA. 2101 Corporate Blvd NW #410, Boca Raton, FL 33431 ? Telephone: 561-361-6566 *** FILED: BROWARD COUNTY, FL BRENDA D. FORMAN, CLERK 04/11/2022 09:25:53 PM.**** (the"Agreements") attached to the Amended Complaint. Specifically I Count I for breach of written agreement should be dismissed, because Defendants were not partiesto the allegedwritten Agreements; II. Count II for breach of oral agreement should be dismissed, because it violates the parole evidence rule, merger doctrine, integrationclauses, statute of frauds and is nullified by the agreements attached to the Amended Complaint; III. Count III for unjustenrichment should be dismissed, because Plaintiffs allegea written contract existed; IV. Count IV for fraud should be dismissed, because it violates the parole evidence rule, clauses,economic merger doctrine,integration loss rule,and Plaintiffs fail to allege any actual misrepresentationsor damages reasonably caused by misrepresentations; V. Count V for civil theft should be dismissed, because Plaintiffs' fail to show wrongful dominion by the Defendants of traceable funds, violates the parole evidence rule, merger doctrine,integrationclauses,and is nullified by the agreements attached to the Amended Complaint VI. Count VI for conversion should be dismissed, because Plaintiffs' fail to show wrongful dominion by the Defendants of traceable funds, violates the parole evidence rule, clauses,and merger doctrine,integration is nullified by the agreements attached to the Amended Complaint VII. relief should be dismissed,because the Agreements attached Count VII for declaratory to complaint nullify its request, there is no reasonable dispute that Operating Agreement "prevailsas to members, dissociated members, transferees and managers" over conflicting or lack thereof with the Department of State. filings 2 ASSOU]LINE & BERL(AVE, PA. 2101 Corporate Blvd NW #410, Boca Raton, FL 33431 ? Telephone: 561-361-6566 For these reasons, as more fullyset forth below, the Amended Complaint should be dismissed in its with prejudice. entirety, RELEVANT BACKGROUND 1. On May 24,2021, Plaintiffs filed the Dismissed Complaint againstDefendants for six counts: i)Breach of Contract; ii)Unjust Enrichment; iii) Fraud; iv)Civil Theft; v) Conversion; and, vi)DeclaratoryJudgment. 2. The Dismissed Complaint was dismissed in its entiretyby this Court on February 10,2022. 3 The Amended Complaint adds a count for "Breach of Oral Contract,"1 but maintains the same partiesand the same attachments (except that the Amended Complaint contained one additional attachment which are copies of alleged checks made pursuant to the Agreements). The attachments to the Amended Complaint compare to those in the Dismissed Complaint as follows: Exhibit No. to Exhibit No. to Exhibit Dismissed Complaint Amended Complaint Operating Agreement A LOI B IOU C Civil Theft Notice D Notice to Vacate E Checks n/a D 4. The Manager Managed Limited LiabilityCompany Operating Agreement dated Dec. 9, 2019 (the "Operating Agreement") is between non-parties Raw Beauty TV, LLC ('tRBTF'), Jennifer Bradley Productions, LLC ("JBP") and Browning Companies International, 1 The Amended Complaint contains the followingcounts: i)Breach ofWritten Contract: The LOI; ii)Breach of Oral Contract; iii) Unjust Enrichment; iv)Fraud; v) Civil Theft;vi)Conversion; and vii)DeclaratoryJudgment. 3 ASSOU]LINE & BERL(AVE, PA. 2101 Corporate Blvd NW #410, Boca Raton, FL 33431 ? Telephone: 561-361-6566 LLC Cc'Bcr) According the Operating Agreement Jennifer Bradley is a managing member of RBTV, and JBP is a 50% owner of RBTV. 5. The Letter of Intent ("LOT') for JBC for TV Series Brand Integrationincludes an agreement allegedlybetween integration RBTV and JBC. MEMORANDUM OF LAW A motion to dismiss tests whether the Plaintiff has stated a cause of action. Bell v. Indian River Memorial Hospital,778 So. 2d 1030, 1032 (Fla.4th DCA 2001).In consideringthemerits of a motion to dismiss, a court may not go beyond the four corners of the complaint and must accept the facts allegedas true. Taylor v. Cityof Riviera Beach,%01 So. 2d 259, 262 (Fla.4th DCA 2001), rev. denied 821 So. 2d 293 (Fla.2002). However, to state a cause of action,the complaintmust set forth sufficient ultimate facts to show that the is entitled to the relief sought.Ibid. plaintiff Further,Florida law is clear that any time exhibits to a complaint contradict the allegations in the complaint,the exhibits control. Rolling Oaks Homeowner's Ass'n, Inc. v. Dade Coun