15 Fla. L. Weekly Supp. 1201a
Insurance — Personal injury protection — Standing — Assignment — Reformation — Where it is undisputed that assignment contains scrivener’s error naming wrong assignee, and true intent of parties to assignment was to name medical provider personally, rather than medical center, as assignee, provider and insured are entitled to reformation of assignment — Reformation relates back to date assignment was executed and renders insurer’s defense of lack of standing moot — Motion to dismiss reformation count for failure to name medical center as indispensable party is denied where it was unnecessary to add center as party because center is wholly owned by medical provider who was before court
RAYMOND RUSZKOWSKI D.C., P.A., as assignee of Yasmin Aguilar; and SANDRA AGUILAR, as natural parent & legal guardan of Yasmin Aguilar, Plaintiff/Petitioners, v. UNITED AUTOMOBILE INSURANCE COMPANY, Defendant. County Court, 11th Judicial Circuit in and for Miami-Dade County, Civil Division. Case No. 05-1378 SP 25 (4). October 2, 2008. Nuria Saenz, Judge. Counsel: Christian Carrazana, Panter, Panter & Sampedro, P.A., Miami, for Plaintiff. Paula Ferris, Office of the General Counsel, for Defendant.
ORDER GRANTING PLAINTIFF’S MOTIONFOR SUMMARY JUDGMENT ON COUNT II OFTHE SECOND AMENDED COMPLAINT; AND FINAL JUDGMENT THEREON; AND ORDER DENYINGDEFENDANT’S MOTION TO DISMISS
THIS ACTION came before the Court on September 18th, 2008 on Plaintiff’s motion for summary judgment on Count II of the complaint for reformation; and upon hearing the arguments of counsel, and being otherwise fully advised in the premises, the Court makes the following findings of fact and law:
FINDINGS OF FACT
1. This is a breach of contract action for personal injury protection benefits and for reformation of a contractual agreement between the claimant, Yasmin Aguilar, a minor, and Raymond Ruszkowski D.C., P.A.
2. The Plaintiff named in the initial complaint was ACTIVE SPINE CENTERS LLC, (hereafter “Active Spine”).
3. The claimant’s mother, Sandra Aguilar, executed an assignment of benefits in favor of Active Spine, in exchange for medical services rendered to claimant.
4. At the time when the claimant began treatment on or about April 21st, 2004, the Plaintiff, Raymond Ruszkowski D.C., P.A., was the sole owner of Active Spine.
5. Raymond Ruszkowski D.C., P.A., purchased Active Spine from its previous owner, Kevin Scholtz, who was the previous owner of Active Spine on October 1st, 2003. Pursuant to purchase agreement, the previous owner retained its ownership rights of all pending accounts receivable as of October 1st, 2003.
4. In the answer to the original complaint filed by Active Spine in the present matter, Defendant asserted that Active Spine, notwithstanding that the claimant executed an assignment in Active Spine’s favor, lacks standing because the services were rendered and billed by Raymond Ruszkowski D.C., P.A.
5. Plaintiff’s counsel subsequently filed a motion for leave to amend the complaint naming Raymond Ruszkowski D.C., P.A., as the new plaintiff; and to add a count for reformation of the assignment.
6. The count for reformation alleged that the assignment contained a scrivener’s error in that it named the incorrect assignee, i.e., Active Spine, when instead, it should reflect Raymond Ruszkowski D.C., P.A., as the assignee.
7. The Court granted Plaintiff’s motion for leave to amend on September 25th, 2007.
8. Subsequently, Defendant moved to dismiss the reformation count in the amended complaint for failure to add the claimant, who is an indispensable party.
9. In response to the motion to dismiss, Plaintiff served a second amended complaint adding the claimant’s mother, Sandra Aguilar, as a party to the action.
10. Defendant, after Plaintiff served the second amended complaint, moved again for dismissal of the reformation count for failure to add Active Spine as indispensible party to the reformation action.
11. Defendant also alleges as an affirmative defense to the breach of contract count asserted in the second amended complaint that Raymond Ruszkowski D.C., P.A., lacks standing.
12. Plaintiff, Raymond Ruszkowski D.C., P.A., and Sandra Aguilar, now move for summary judgment for reformation of contract.
13. In support of the motion for summary judgment, Plaintiff’s counsel filed the affidavits of Dr. Raymond Ruszkowski D.C., and Sandra Aguilar. According to the affidavit of Dr. Ruszkowski D.C., the assignment at issue contains a scrivener’s error in that it incorrectly names Active Spine as the assignee, when instead it should name Raymond Ruszkowski D.C., P.A. as the assignee.1 The affidavit of Sandra Aguilar states that she intended to assign her daughter’s rights under Ms. Aguilar’s policy with Defendant to Raymond Ruszkowski D.C., P.A., not Active Spine; and that the assignment should have reflected Raymond Ruszkowski D.C., P.A., as the assignee.
14. There are no opposing affidavits served by Defendant.
FINDINGS OF LAW
15. The moving party on a motion for summary judgment bears the burden of proving the nonexistence of a genuine issue of material fact; and that the moving party is entitled to judgment as a matter of law. Holl v. Talcott, 191 So.2d 40, 43 (Fla. 1966). The burden of proving the existence of a genuine issue of material fact is not shifted to the nonmoving party unless the movant meets his burden. Id. at 43. The nonmoving party, when the burden is shifted, may not merely assert that a genuine issue of fact exists, but must come forth with evidence sufficient to demonstrate an issue of material fact to preclude summary judgment. Harvey Building, Inc., v. Haley, 175 So.2d 780 (Fla. 1965). “[I]f the evidence raises any issue of material fact, if it is conflicting, if it will permit different reasonable inferences or if it tends to prove issues, it should be submitted to the jury as a question of fact. . .” Moore v. Morris, 475 So.2d 666, 668 (Fla. 1985).
16. It is undisputed that the assignment executed by Sandra Aguilar and Plaintiff does not reflect the true intentions of the parties because of a scrivener’s error to wit: i.e., the assignment erroneously reflects Active Spine Centers as the assignee where instead, it should reflect Raymond Ruszkowski D.C., P.A.
17. “A court of equity has the power to reform a written instrument where, due to a mutual mistake, the instrument as drawn does not accurately express the true intention or agreement of the parties . . . .” Providence Square Ass’n v. Biacardi, 507 So.2d 1366, 1369 (Fla. 1987). “The theory of reformation on the grounds of mistake is to reform the agreement to reflect what the parties would have agreed to had there been no mistake.”2 Kartzmark v. Kartzmark, 709 So.2d 583, 584 (Fla. 4th DCA 1989); See also Circle Mtg., Corp. v. Kline, 645 So.2d 75, 78 (Fla. 4th DCA 1994) (“The rationale for reformation is that a court sitting in equity does not alter the parties’ agreement, but allows the defective instrument to be corrected to reflect the true terms of the agreement the parties actually reached.”) “A reformation relates back to the time the instrument was originally executed; and simply corrects the document’s language to read as it should have read all along.” Providence, 507 So.2d at 1371 (emphasis added).
18. The sworn affidavits in support of Plaintiffs’ motion or the statements therein are admissible as parol evidence to clarify the intent of the parties notwithstanding that the instrument sought to be reformed is unambiguous. See Providence, 507 So.2d at 1371 (“In a reformation action in equity, parol evidence is admissible for the purpose of demonstrating that the true intent of the parties was something other than that expressed in the written instrument.”)
19. It is undisputed that the assignment contains a scrivener’s error in that it names the incorrect assignee, and as such, the Plaintiffs are entitled to a reformation of the assignment as a matter of law.
20. The legal effect of reforming the assignment renders Defendant’s legal defense on standing a moot issue because reformation relates back to the date when the instrument was executed on April 21st, 2004. See Providence, 507 So.2d at 1371. Thus, Raymond Ruszkowski D.C., P.A., had standing to commence the present action since the assignment was executed before the original complaint was filed.3
21. The Court also finds that Defendant’s motion to dismiss the reformation count in Plaintiff’s second amended complaint is without merit. Defendant’s argue that the reformation count in the second amended complaint should be dismissed for failure to name Active Spine indispensable party. Defendant primarily relies on Palm v. Taylor, 929 So.2d 566 (Fla. 2nd DCA 2006). Defendant’s reliance on Taylor is misplaced because in Taylor, the District Court determined that reformation was impermissible since the original grantor of a quit claim deed and subsequent grantees were not present before the Court. Id. Taylor is distinguishable from the present case because all interested parties are before the Court — i.e., the assignor, Sandra Aguilar, and the purported assignee, Raymond Ruszkowski D.C., P.A. Although Active Spine is not a party, Active Spine is solely owned by Dr. Ruszkowski, who is also the sole owner of Raymond Ruszkowski D.C., P.A.4 Further, the prior owner of Active Spine, Kevin Scholtz, only retained his ownership interest for the accounts receivable pending before October 1st, 2003; which does not pertain to the claim at issue. Thus, considering the foregoing facts, it is unnecessary to add Active Spine as a party.
WHEREFORE it is hereby ORDERED & ADJUDGED that Defendant’s motion to dismiss Count II of the second amended complaint is DENIED; Plaintiffs’ motion for summary judgment on Count II of the amended complaint is GRANTED; it is the FINAL DECREE of this Court that the assignment executed by Sandra Aguilar, on behalf of her daughter, Yasmin Aguilar, on April 21st, 2004 naming ACTIVE SPINE CENTERS LLC, as assignee is reformed to correctly name RAYMOND RUSZKOWSKI D.C., P.A., as the assignee; and the reformation of said instrument relates back to the date when the instrument was executed on April 21st, 2004.
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1The scrivener’s error arose because Dr. Ruszkowski had several forms, including the assignment form, from Active Spine that were inherited by Raymond Ruszkowski D.C., P.A., as result of the purchase that had not been changed to reflect Raymond Ruszkowski D.C., P.A., as the assignee.
2“To state a cause of action for reformation of a contract, the complaint must allege that, as a result of a mutual mistake or a unilateral mistake by one party coupled with the inequitable conduct of the other party, the insurance contract fails to express the agreement of the parties.” Romo v. Amedex Ins. Co., 930 So.2d 643, 648 (Fla. 3rd DCA 2006).
3Although Active Spine was the original plaintiff in this action, the subsequent amendment naming Raymond Ruszkowski D.C., P.A., as the new plaintiff relates back to the date when original complaint was filed because Raymond Ruszkowski D.C., P.A., shares an identity of interest with Active Spine, because both corporations are solely owned by Dr. Ruszkowski. An amended complaint naming a new party does not relate back unless there is an identity of interest with original party. See Patel v. School Board of Volusia County, 813 So. 2d 135, 136 (Fla. 5th DCA 2002); See also Arnwine v. Huntington Nat’l Bank, N.A., 818 So.2d 621, 624 (Fla. 2nd DCA 2002) (In deciding whether two corporations are sufficiently related to allow relation back, the court must consider whether the ownership of the parties overlaps; whether the officers and directors of the parties overlap; whether the parties share the same financial and registration statements, and whether the parties share the same attorney.)
4Defendant is protected from any subsequent lawsuits from Active Spine because as a legal consequence of reforming the assignment, Active Spine is not the assignee.
