Associate Attorney
A closer look at Atout v. Rozanc & One Source Management Solutions, Inc.
If you practice in Florida and have ever tried to plead a negligence count alongside a breach of contract count against the same defendant, you already know the terrain is murky. The economic loss rule used to give us a clean, if blunt, tool for sorting these claims. Then the Florida Supreme Court’s 2013 decision in Tiara Condominium Ass’n v. Marsh & McLennan abolished the rule’s contractual privity branch, and courts have been feeling their way toward a replacement ever since — the so-called “independent tort doctrine.”
A new opinion from the Sixth District Court of Appeal, Atout v. Rozanc, issued July 31, 2026, takes a serious swing at organizing that doctrine into something usable. It also certifies two questions to the Florida Supreme Court, which means we may finally get an authoritative answer.
The Facts
The plaintiff was a trustee living abroad who owned a portfolio of rental homes in Apopka, Florida. He hired a property management company, One Source Management Solutions, to “manage, operate and lease” the properties under a written Management Agreement. The company’s principal, Brenda Rozanc, handled the day-to-day work as both property manager and, separately, as a licensed Florida real estate agent.
Without the trustee’s knowledge or consent, One Source and Rozanc sold four of the homes. Rozanc bought one of them herself.
After the trustee recovered title through a separate quiet title action, he sued for damages: one count for breach of contract against One Source, and two counts for negligence — one against One Source, one against Rozanc personally, since she had never signed the Management Agreement.
The trial court dismissed everything, with prejudice. The Sixth DCA reviewed the dismissal de novo, and split the outcome three ways.
Holding One: The Breach of Contract Claim Survives
The trial court’s theory was that because the Management Agreement addressed leasing the properties, not selling them, an unauthorized sale simply fell outside the contract’s scope — and therefore couldn’t breach it.
The appellate court rejected that logic cleanly. A contract doesn’t need to anticipate every specific mechanism by which a party might fail to perform. It only needs to identify the obligation. An agreement to “manage, operate and lease” property is necessarily violated when the property is sold out from under the owner instead — selling a rental home is the functional opposite of managing and leasing it. The court also pointed out that the complaint independently alleged other, more granular breaches — failure to properly account for rental income, unauthorized transfers of that income, and improper retention of security deposits — each of which matched specific obligations in the agreement. The contract claim goes back to the trial court.
Holding Two: The Negligence Claim Against the Company Does Not Survive
This is where the opinion does its heaviest lifting. The court works through the doctrinal history — from the old contractual-privity economic loss rule, through its abolition in Tiara, to the independent tort doctrine that has filled the gap — and acknowledges candidly that no single, canonical test currently exists in Florida for deciding when a tort claim is truly “independent” of a related contract claim.
In the absence of one, the court distills the relevant case law into a working framework built around four considerations:
- Source of the duty. Does the obligation come from the contract, or is it imposed by law independent of any agreement?
- Nature of the conduct. Does the wrongful conduct go beyond simply failing to perform the contract?
- Nature of the damages. Are the damages economic and identical to what’s recoverable in contract, or do they reflect some other kind of harm?
- Public policy. Is there a recognized policy reason — like the professional malpractice carve-out — for allowing the tort claim to proceed regardless?
Applying that framework, the court found the negligence count against One Source was simply the breach of contract count wearing different clothes. The duty was created entirely by the Management Agreement, the conduct alleged was the same conduct underlying the contract breach, and the damages sought were purely economic and identical to the contract damages. No public policy consideration — like the kind that protects doctors, lawyers, or engineers — applied to an ordinary property management relationship. The negligence claim against the company stays dismissed.
Holding Three: The Individual Property Manager Is Also Protected — Even Without Privity
The more consequential holding may be the third one. Rozanc never signed the Management Agreement — only her company did. On a strict reading, that should have left her exposed to a tort claim, since the doctrine is typically framed as protecting parties to the contract.
The Sixth DCA didn’t read it that narrowly. Relying on the Fifth District’s reasoning in Vesta Construction & Design v. Lotspeich & Associates, the court held that a corporation can only act through its employees and officers, and that allowing plaintiffs to sidestep the independent tort doctrine simply by suing the individual instead of the entity would gut the doctrine entirely. So long as the claim against Rozanc arose solely from her performance of the company’s contractual obligations — and not from some separate wrongful act, like fraud — she is shielded by the same doctrine that protects her employer.
The court was careful to note the tension this creates with the Fourth District’s decision in Costa Investments v. Liberty Grande, which held that the doctrine protects only actual contracting parties. The Sixth DCA distinguished Costa on its facts (that case involved fraudulent misrepresentations, an independently tortious act), but didn’t pretend the tension isn’t real.
Why This Matters
The court did something appellate panels don’t always do: it admitted the doctrine it was applying doesn’t yet have a settled test, and it asked the Florida Supreme Court to supply one. Two questions were certified:
- How should courts distinguish an “independent” tort from a “dependent” one?
- Does the independent tort doctrine protect officers and employees who never signed the contract, when their alleged liability arises solely from deficient performance of a contractual duty their employer assumed?
For anyone litigating economic loss rule or independent tort issues in Florida, this opinion is worth having on hand — both for its four-factor framework and for the DCA split it exposes on the scope of protection for individual employees. Whether the Florida Supreme Court takes up the certified questions, and how it answers them, could meaningfully reshape how these dual-track contract-and-tort cases get pled and litigated going forward.
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