HR MARKETING INC v. ROI NETWORK (2006)

HR Marketing appeals an order dismissing its complaint which alleged misrepresentation, fraud and breach of fiduciary duty, for failure to state a cause of action.   We reverse.

The complaint alleged that plaintiff HR Marketing and defendant Bernal each owned fifty percent of ROI Network, L.L.C. and Myleads, L.L.C.   Defendants approached plaintiff about purchasing plaintiff's one-half interest in ROI and Myleads.   They falsely represented that there was no pending negotiation for a sale of ROI or Myleads to Equifax which induced plaintiff to sell its interest in ROI and Myleads.   As part of the transaction plaintiff executed a general release.   Several months later, contrary to the representation, Equifax purchased ROI and Myleads.

Defendants rely on the release;  however, the allegations of the complaint are that the entire sale, which included the release, was fraudulently induced.   The fraud would vitiate the entire transaction.  D & M Jupiter, Inc. v. Friedopfer, 853 So.2d 485 (Fla. 4th DCA 2003).   We have considered appellees' other arguments for affirming and find them to be without merit.   Reversed.

KLEIN, J.

WARNER and HAZOURI, JJ., concur.