40585006.6.docx

UNITED STATES DISTRICT COURT 

SOUTHERN DISTRICT OF FLORIDA 

MIAMI DIVISION 

WEIZMAN FL PROPERTIES, LLC, 

a Florida limited liability company, 

 Plaintiff, CASE NO.: 

v. 

MICHAEL MARANDA, an individual, 

 Defendant. 

 / 

COMPLAINT 

Plaintiff, WEIZMAN FL PROPERTIES, LLC (“Plaintiff”), brings this action against 

Defendant, MICHAEL MARANDA (“Defendant”), and alleges: 

PRELIMINARY STATEMENT 

1. This is an action for monetary damages stemming from Defendant’s breach of 

contract, fraud, and conversion related to Defendant’s attempt to sell a commercial property to 

Plaintiff and Defendant’s acceptance of more than five hundred thousand dollars ($500,000) of 

sales proceeds for a property that Defendant was already under to contract to sell to another buyer 

and to which he knowingly could not convey clear title. 

PARTIES 

2. Plaintiff, WEIZMAN FL PROPERTIES, LLC, is a Florida limited liability 

company and its only member is a citizen of New Jersey. 

3. Defendant, MICHAEL MARANDA, is a citizen of New York and otherwise sui 

juris. 

 

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JURISDICTION AND VENUE 

4. This Court has subject matter jurisdiction pursuant to 28 U.S.C. § 1332(a). There 

is complete diversity of citizenship between Plaintiff, a Florida limited liability company, and 

Defendant, a citizen of New York, and the amount in controversy exceeds seventy-five thousand 

dollars ($75,000.00), exclusive of interest and costs. 

5. This Court has personal jurisdiction over Defendant pursuant to Fla. Stat. § 

48.193(1)(a) because Defendant committed fraud and conversion in Florida, and Defendant 

breached a contract in Florida. This Court also has personal jurisdiction over Defendant pursuant 

to Fla. Stat. § 48.193(1)(a) because Defendant caused injury to persons within the State of Florida. 

6. Venue is proper in the Southern District of Florida pursuant to 28 U.S.C. § 

1391(b)(2) because the property that is the subject of this action is located in Miami-Dade County, 

Florida. 

GENERAL ALLEGATIONS 

A. Defendant Dupes Plaintiff To Enter Into a Contract To Purchase A Property That 

Defendant Was Already Under Contract To Sell To Another Buyer. 

7. On April 29, 2022, Plaintiff and Defendant entered into a Commercial Contract (the 

“Contract”) for the sale and purchase of commercial property located at 2375 N.W. 70 Avenue, 

Unit B8, Miami, FL 33122 (the “Property”). A true and correct copy of the Contract is attached 

and incorporated as Exhibit “A”. 

8. Pursuant to the Contract, Plaintiff agreed to pay Defendant $525,000.00 for the 

Property. Id.

9. Closing occurred on May 13, 2022 (the “Closing Date”). 

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10. In connection with the closing, Defendant delivered, among other documents, a No 

Lien, Possession and Gap Affidavit (the “Affidavit). A true and correct copy of the Affidavit is 

attached as Exhibit “B”. 

11. In the Affidavit, Defendant represented, among other things, that Defendant had 

“not executed any contracts for sale affecting the Property which is currently effective except for” 

the Contract between Plaintiff and Defendant. Id., ¶ 6. Defendant further represented that there 

were “no matters pending against” Defendant that “could give rise to a lien that would attach to 

the Property or would adversely affect the title to the Property of [Defendant’s] ability to close on 

the sale of the Property . . .” Id., ¶ 7. Such representations, which Plaintiff reasonably and 

justifiably relief upon, were knowingly false when made by Defendant on the Closing Date. 

12. Defendant also delivered to Plaintiff a Warranty Deed on the day of closing. A true 

and correct copy of the Warranty Deed is attached as Exhibit “C”. In the Warranty Deed, 

Defendant covenanted that he had lawful authority to sell and convey the Property, warranted title 

to the Property, and agreed to defend the title against lawful claims of other persons. See Ex. B. 

Defendant did not have lawful authority to sell and convey the Property to Plaintiff on the Closing 

Date. 

13. On May 13, 2022, Plaintiff wired the sales proceeds to Defendant in the amount of 

$518,865.23 (the “Sales Proceeds”). A true and correct copy of the HUD-1 Settlement Statement 

and Wire Transfer Confirmation are attached as Exhibit “D”. 

B. After Wiring Defendant $518,865.23 In Connection With A “Closing”, Plaintiff 

Discovers A Lis Pendens Recorded Against The Property And a Specific Performance 

Action Filed Against Defendant. 

14. After the Closing Date, and after Defendant accepted the Sales Proceeds wired by 

Plaintiff, Plaintiff, through his authorized agent, discovered before recording the Warranty Deed 

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to the property that a complaint for specific performance had been filed against Defendant and a 

Notice of Lis Pendens had been recorded against the Property by another purchase (the “Prior 

Contract Purchaser”) that Defendant had entered into a contract with to sell the Property. A true 

and correct copy of the Complaint, Notice of Lis Pendens, and Docket Sheet associated with 

Armand Meyara v. Michael Maranda, Case No. 2022-008262-CA, Circuit Court of the 11th 

Judicial Circuit in and for Miami-Dade County, Florida (the “Prior Contract Purchaser’s Action”) 

is attached as Composite Exhibit “E”. 

15. According to the Prior Contract Purchaser’s Action and the exhibits attached to it, 

Defendant had entered into a contract to sell the Property to the Prior Purchaser on April 11, 2022 

for a purchase price of $250,000.00, and with a scheduled closing date of May 2, 2022. 

16. On April 28, 2022, the same day that Defendant signed the Contract with Plaintiff 

to sell the Property for more than double the amount he was under contract for with the Prior 

Contract Purchaser, Defendant advised the Prior Contract Purchaser by email that “[f]or personal 

reasons [Defendant] cannot sell the property” after the Prior Contract Purchaser had advised on 

several occasions that the Prior Purchaser was ready to close. 

17. On May 4, 2022, ten (10) days before the Closing Date with Plaintiff and accepting 

the Sales Proceeds wired by Plaintiff, the Prior Contract Purchaser filed his Complaint and 

recorded a Notice of Lis Pendens against the Property. 

18. Upon information and belief, Defendant was aware of the Prior Contract 

Purchaser’s lawsuit and recording of the Notice of Lis Pendens prior to Defendant accepting the 

Sales Proceeds on May 13, 2022. 

19. The Prior Contract Purchaser’s Action was fully resolved when Defendant 

conveyed the Property to the Prior Contract Purchaser via Warranty Deed recorded on July 15, 

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2022, a Notice of Voluntary Dissolution of Lis Pendens was filed on July 19, 2022, and the Prior 

Contract Purchaser filed a Notice of Voluntary Dismissal With Prejudice on September 27, 2022. 

C. Defendant Continues to Wrongfully Retain Plaintiff’s $518,865.23. 

20. Plaintiff has repeatedly demanded the return of the Sales Proceeds. 

21. To date, Defendant continues to wrongfully retain the Sales Proceeds. 

22. To date, Defendant pocketed at least $250,000.00 from the sale of the Property to 

the Prior Contract Purchaser, and continues to wrongfully retain Plaintiff’s $518,865.23 of sales 

proceeds for a Property that he could not validly convey to Plaintiff. 

23. All conditions precedent to the commencement and maintenance of this action have 

been satisfied, performed, waived, or otherwise discharged 

COUNT I 

BREACH OF CONTRACT 

24. Plaintiff incorporates by reference paragraphs 1 through 23 as if fully set forth 

herein. 

25. Plaintiff and Defendant entered into the Contract for the purchase and sale of the 

Property. 

26. Plaintiff performed all duties required under the Contract, including the wiring of 

the Sales Proceeds to Defendant. 

27. Pursuant to paragraph 6 of the Contract, Defendant was required to convey 

marketable title to the Property by statutory warranty deed, free of liens, easements, and 

encumbrances of record. 

28. Despite Plaintiff’s performance under the Contract, Defendant materially breached 

his obligation under the Contract by failing to deliver fee simple title to the Property. 

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29. Defendant’s breach of the Contract was knowing and willful because Defendant 

was under contract to sell the Property to another buyer, and a Notice of Lis Pendens was recorded 

against the Property prior to the Closing Date. 

30. As a direct result of Defendant’s breach of the Contract, Plaintiff has suffered 

damages. 

31. The Contract allows the prevailing party of “any claim or controversy arising out 

of or relating to this Contract” to recover “reasonable attorneys’ fees, costs, and expenses.” Exh. 

A (Contract), ¶ 15. 

WHEREFORE, Plaintiff, WEIZMAN FL PROPERTIES, LLC, demands judgment in its 

favor and against Defendant, MICHAEL MARANDA, for breach of contract, attorneys’ fees and 

costs of collection, and for any such further relief this Court deems just and proper. 

COUNT II 

FRAUD 

32. Plaintiff incorporates by reference paragraphs 1 through 23 as if fully set forth 

herein. 

33. On May 4, 2022, the Prior Purchaser recorded a Notice of Lis Pendens on the 

Property and was under contract with Defendant to Purchase the Property for $250,000.00. 

34. On May 13, 2022, Defendant knowingly and intentionally misrepresented to 

Plaintiff that Defendant had “not executed any contracts for sale affecting the Property which is 

currently effective except for” the Contract between Plaintiff and Defendant; there were “no 

matters pending against” Defendant that “could give rise to a lien that would attach to the Property 

or would adversely affect the title to the Property of [Defendant’s] ability to close on the sale of 

the Property . . .”; and he had lawful authority to sell and convey the Property. 

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35. Defendant made these misrepresentations to Plaintiff with the intention of inducing 

Plaintiff to pay Defendant the Sales Proceeds for a Property that was already encumbered by the 

Prior Contract Purchaser’s Notice of Lis Pendens and the subject of a specific performance action. 

36. In reliance on Defendant’s misrepresentations, Plaintiff wired Defendant the Sales 

Proceeds. 

37. As a direct result of Defendant’s fraudulent misrepresentations, Defendant 

misappropriated $518,865.23 through the sale of the Property for which Defendant could not 

deliver fee simple title. 

38. As a direct result of Defendant’s fraud, Plaintiff suffered monetary damages for 

amounts paid and expenses. 

WHEREFORE, Plaintiff, WEIZMAN FL PROPERTIES, LLC, demands judgment in its 

favor and against Defendant, MICHAEL MARANDA, for fraud and for any such further relief 

this Court deems just and proper. Plaintiff reserves the right to plead punitive damages. 

COUNT III 

CONVERSION 

39. Plaintiff incorporates by reference paragraphs 1 through 23 as if fully set forth 

herein. 

40. In May 2022, Defendant misappropriated Plaintiff’s money by wrongfully 

accepting and then refusing to return the Sales Proceeds for a Property that was never conveyed to 

Plaintiff and which was subsequently conveyed to the prior Purchaser. 

41. The specific money misappropriated is a cash wire for a total of $518,865.23. 

42. Defendant willfully misappropriated Plaintiff’s money without authorization and 

knowingly in direct contravention of Plaintiff’s repeated demands for the return of the funds based 

on the fraudulent transaction and failed sale of the Property. 

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43. Defendant’s continuous and wrongful possession of Plaintiff’s money has deprived 

Plaintiff of the use of the money Defendant misappropriated. 

44. As a direct and proximate result of Defendant’s wrongful misappropriation of 

Plaintiff’s money, Plaintiff has been damaged. 

WHEREFORE, Plaintiff, WEIZMAN FL PROPERTIES, LLC, demands judgment in its 

favor and against Defendant, MICHAEL MARANDA, for conversion and for any such further 

relief this Court deems just and proper. Plaintiff reserves the right to plead punitive damages. 

 Dated: October 14, 2022 

/s/ Annie D. Rosenthal 

Steven M. Appelbaum 

Florida Bar No. 71399 

Annie D. Rosenthal 

Florida Bar No. 1031335

SAUL EWING ARNSTEIN & LEHR LLP 

701 Brickell Avenue, Suite 1700 

Miami, Florida 33131 

Telephone: (305) 428-4500 

Facsimile: (305) 374-4744 

steven.appelbaum@saul.com 

annie.rosenthal@saul.com 

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