ANNA MARIA ISLAND – Attorneys for Kiri Stewart and Jennifer Warren-Kaleta have asked that the lawsuits filed against them by StayTerra Vacations be dismissed in each of their respective cases.
The separate lawsuits, both filed on Dec. 19, contain similar allegations of a “deliberate, bad faith scheme” related to a $105 million deal struck with Prime Business in 2024.
That deal centered around a Property Management Agreement (PMA) made between the lawsuit plaintiffs – Prime Vacations, GSP Prime Holdings and StayTerra Vacations – and the founders and owners of Prime Business. According to the lawsuit complaints filed in December, the founders and owners of Prime Business are Shawn Kaleta and Roman Eckert.
According to the original lawsuit complaints, the Prime Business owners and founders agreed not to compete with StayTerra for five years; and the founders and owners of Prime Business granted Prime Vacations and GSP Prime Holdings the exclusive right to collect management fees for the properties involved for a minimum of seven years.
The original lawsuit complaints allege that less than 13 months after entering into the business deal, the defendants “embarked on a deliberate, bad faith scheme to eviscerate the benefit of the bargain plaintiffs struck by facilitating purported transfers of the founders’ membership interest.”
The lawsuits seek not less than $5 million in damages against Stewart and the multiple property-specific LLCs named in her lawsuit; and not less than $9 million in damages against Warren-Kaleta and the multiple property-specific LLCs named in her lawsuit.
Shawn Kaleta is not named as a defendant in either lawsuit, but he is named in Stewart’s lawsuit as her romantic partner and the father of her children. He is also the ex-husband of Jennifer Warren-Kaleta. And he is listed with the Florida Division of Corporations as the manager of several of the LLCs named in the StayTerra lawsuits filed separately against Stewart and Warren-Kaleta.
The motions to dismiss list the St. Petersburg-based Phillips, Hayden & Labbee law firm as the counsel for the defendants.
MOTIONS TO DISMISS
Both motions to dismiss were filed Feb. 23.
In their introductions, both motions to dismiss state, “This is a commercial dispute governed by a written agreement. The problem for plaintiffs (StayTerra) is that the argument they attach does not say what they need it to say. The Master Property Management Agreement (PMA) defines who is bound and what conduct is prohibited. It does not identify the LLC defendants as contracting parties. It does not prohibit the sale of ownership interests. It does not bar self-management. Yet plaintiffs ask this court to recognize those non-existent obligations and hold non-parties liable for breaching them.”
“Unable to find support in the PMA’s text, plaintiffs layer on tortious interference and FDUTPA (Florida Deceptive and Unfair Trade Practices Act) claims built on the same core allegations. But Florida law does not allow litigants to rewrite contracts through creative pleading, convert routine corporate restructuring into tort liability, or transform a private contract dispute into a statutory unfair trade practices case. Because the subject agreement forecloses plaintiffs’ theories and the complaint fails to otherwise plead legally sufficient claims, dismissal of the entire complaint is warranted,” the motions to dismiss state.
THE ARGUMENTS
The motions to dismiss contain arguments that state the counts pertaining to breach of contract “fail as a matter of law because the PMA does not bind the LLC defendants and no breach is pled.”
The first arguments in each motion to dismiss state, “The PMA identifies the contracting parties and the LLC defendants are not among them. Even assuming the LLC defendants were proper parties, the conduct alleged is expressly permitted by the PMA. Plaintiffs StayTerra and GSP lack standing to assert breach claims because they are not parties to the Master PMA,” the arguments state.
The second arguments in each motion to dismiss state, “Plaintiffs tortious interference claims are legally deficient and cannot survive dismissal.”
The third arguments state, “The FDUTPA/unfair competition claim fails because no deceptive act is identified and the claim is duplicative of the breach of contract claim.”
In conclusion, both motions to dismiss say, “The written PMA controls this dispute – and it does not support plaintiff’s claims. The LLC defendants are not parties to the PMA. The conduct alleged does not breach its terms. The tortious interference counts attempt to impose liability on non-strangers for lawful business decisions. The FDUTPA claim repackages the same contract allegations without identifying a single cognizable deceptive act against a consumer or other party FDUTPA was intended to apply to in the first place.
“Florida law does not permit courts to supply contractual terms that were never negotiated, expand contract disputes into tort liability or convert private commercial disagreements into statutory consumer claims. Because the defects in the complaint are legal, not technical, and cannot be cured without contradicting the agreements plaintiffs rely upon, dismissal with prejudice of the complaint in its entirety is required,” both motions to dismiss state.
