Full Opinion

Third District Court of Appeal State of Florida Opinion filed October 28, 2020. Not final until disposition of timely filed motion for rehearing. ________________ No. 3D19-1272 Lower Tribunal No. 18-016792 ________________ Music Royalty Consulting, Inc., Appellant, vs. American Society of Composers, Authors and Publishers (ASCAP) and JK Entertainment, LLC, Appellees. An Appeal from the Circuit Court for Miami-Dade County, Rodney Smith, Judge. Lewis Brisbois Bisgaard & Smith LLP, and Vincent F. Alexander and David L. Luck (Fort Lauderdale), for appellant. Holland & Knight LLP, and Jose A. Casal and Rebecca M. Plasencia, for appellee American Society of Composers, Authors and Publishers (ASCAP); Dawn M. Rapoport, P.A., and Dawn M. Rapoport (Fort Lauderdale), for appellee JK Entertainment, LLC. Before SCALES, HENDON, and MILLER, JJ. HENDON, J. The plaintiff below, Music Royalty Consulting, Inc. (“Music Royalty”), appeals from final orders dismissing, with prejudice, its complaint seeking declaratory relief filed against the defendants below, American Society of Composers, Authors and Publishers (“ASCAP”) and JK Entertainment, LLC (“JK Entertainment”) (collectively, “Defendants”). Based on our de novo review, we conclude that Music Royalty’s complaint states a cause of action for declaratory relief, and therefore, we reverse and remand for further proceedings. See Romo v. Amedex Ins. Co., 930 So. 2d 643, 647 (Fla. 3d DCA 2006) (applying de novo standard of review to dismissal of complaint seeking declaratory relief); Ribaya v. Bd. of Trs. of City Pension Fund for Firefighters & Police Officers in City of Tampa, 162 So. 3d 348, 352-53 (Fla. 2d DCA 2015) (holding that “when a defendant challenges a complaint for declaratory relief on the ground that it fails to state a cause of action, i.e., that it is legally insufficient, the trial court rules on that motion as a matter law,” and therefore, the standard of review is de novo). In 2018, Music Royalty filed a complaint seeking declaratory relief against the Defendants pursuant to section 86.021 of the Florida Statutes, seeking to determine the rights, priorities, distributions, and allocations of the “Storch Royalties,” which Scott S. Storch sold to Music Royalty. The Storch Royalties are 2 collected by ASCAP 1 and are now being distributed to ASCAP and JK Entertainment pursuant to a court-approved confidential settlement agreement between ASCAP and JK Entertainment in lower tribunal case number 08-8732. The settlement agreement provided that all future Storch Royalties will be distributed in a certain order of priority—City National Bank until paid in full; upon satisfaction of the City National Bank loan, to ASCAP and JK Entertainment with ASCAP receiving a larger portion; and upon satisfaction of the ASCAP advance made to Storch, to JK Entertainment until a judgment entered in favor of JK Entertainment and against Storch is satisfied. Although ASCAP was aware that Storch had sold the Storch Royalties to Music Royalty prior to the entry of the confidential settlement agreement, Music Royalty was not a party to, or made aware of, the confidential settlement agreement when it was entered into. In Music Royalty’s action seeking declaratory relief, Music Royalty sought, in part, a declaration that the confidential settlement agreement and the order approving the settlement agreement do not bind Music Royalty; JK Entertainment was not entitled to receive any distributions from the Storch Royalties because JK Entertainment’s underlying judgment against Storch was unsecured and discharged in Storch’s bankruptcy proceeding; and Music Royalty is entitled to receive all 1 The complaint alleges that ASCAP is a voluntary membership organization that is in the business of collecting royalties and distributing monies to the owner of such royalties, including the Storch Royalties. 3 distributions of the Storch Royalties except for amounts owing to ASCAP as a result of ASCAP’s prior advance to Storch. ASCAP and JK Entertainment filed separate motions to dismiss, arguing, among other things, that Music Royalty’s complaint fails to state a cause of action for declaratory relief. The motions to dismiss also addressed the merits of Music Royalty’s various arguments. The lower tribunal conducted a hearing on ASCAP’s and JK Entertainment’s motions to dismiss. Following the arguments, without providing its reasoning, the trial court granted, with prejudice, both motions to dismiss. Thereafter, the trial court entered separate orders granting each motion to dismiss. Music Royalty’s appeal followed. Music Royalty contends that the trial court erred by dismissing, with prejudice, its complaint where the complaint states a cause of action for declaratory relief as to both ASCAP and JK Entertainment. We agree. “When ruling on a motion to dismiss for failure to state a cause of action, the trial court must ‘treat as true all of the . . . complaint’s well-pleaded allegations, including those that incorporate attachments, and to look no further than the . . . complaint and its attachment.’” Romo, 930 So. 2d at 648 (quoting City of Gainesville v. Fla. Dep’t of Transp., 778 So. 2d 519, 522 (Fla. 1st DCA 2001)); see also Morin v. Fla. Power & Light Co., 963 So. 2d 258, 260 (Fla. 3d DCA 2007) 4 (same). Likewise, in reviewing the orders dismissing the complaint, this Court must accept the facts alleged in the complaint as true. See Romo, 930 So. 2d at 648. To state a cause of action for declaratory relief, the complaint must allege the following: there is a bona fide dispute between the parties and that the moving party has a justiciable question as to the existence or non-existence of some right, status, immunity, power or privilege, or as to some fact upon which the existence of such right, status, immunity, power or privilege does or may de[p]end, that plaintiff is in doubt as to the right, status, immunity, power or privilege, and that there is a bona fide, actual, present need for the declaration. Id. (quoting Smith v. City of Fort Myers, 898 So. 2d 1177, 1178 (Fla. 2d DCA 2005)). In the instant case, based on the allegations of the complaint and the attachments to the complaint, Music Royalty’s complaint asserts a cause of action for declaratory relief. Music Royalty alleged that it is in doubt as to its rights with respect to the Storch Royalties. Further, Music Royalty’s rights to receive a distribution of the Storch Royalties relate, in part, to whether the court-approved confidential settlement agreement is void or enforceable against Music Royalty. In addition, ASCAP has informed Music Royalty that it will continue to distribute the Storch Royalties to itself and JK Entertainment unless the lower tribunal or another court of competent jurisdiction directs ASCAP to do otherwise. As such, real and substantial justiciable controversies exist, and there is a need for a declaration of 5 Music Royalty’s rights as to the distribution of the Storch Royalties. As such, we reverse the orders dismissing Music Royalty’s declaratory relief complaint with prejudice and remand for further proceedings. We take no position as to the merits. Based on our conclusion that the complaint states a cause of action for declaratory relief, we do not address any of the other arguments raised in this appeal. Reversed and remanded. 6