                                                                           [PUBLISH]

                        IN THE UNITED STATES COURT OF APPEALS

                              FOR THE ELEVENTH CIRCUIT           FILED
                               ________________________ U.S. COURT OF APPEALS
                                                                ELEVENTH CIRCUIT
                                      No. 10-12505                 APR 4, 2011
                                                                    JOHN LEY
                                ________________________              CLERK

                            D.C. Docket No. 1:08-cv-23444-CMA

DOUBLE AA INTERNATIONAL INVESTMENT GROUP, INC.,
DAYMI RODRIGUEZ,

llllllllllllllllllll                lPlaintiffs - Counter - Defendants - Appellees,

    versus

SWIRE PACIFIC HOLDINGS, INC.,
a Delaware corporation,

lllllllllllllllllllll               Defendant - Counter - Defendant - Appellant,

LAWYERS TITLE INSURANCE CORPORATION,

lllllllllllllllllllll               Defendant - Counter - Claimant - Appellee.

                               ________________________

                                     No. 10-12573
                               ________________________

                            D. C. Docket No. 1:08-cv-23444-CMA

DOUBLE AA INTERNATIONAL INVESTMENT GROUP, INC.,
DAYMI RODRIGUEZ,
                                     Plaintiffs - Counter - Defendants - Appellees,
   versus

SWIRE PACIFIC HOLDINGS, INC.,
a Delaware corporation,

                                     Defendant - Counter - Defendant,

LAWYERS TITLE INSURANCE CORPORATION,

                                     Defendant - Counter - Claimant - Appellant.

                              ________________________

                      Appeals from the United States District Court
                          for the Southern District of Florida
                             ________________________

                                       (April 4, 2011)

Before BARKETT and HULL, Circuit Judges, and SCHLESINGER,* District
Judge.

PER CURIAM:

       Swire Pacific Holdings, Inc. (“Swire”) and Lawyers Title Insurance

Corporation (“Lawyers Title”) appeal the district court’s final judgment finding

that the contract between Plaintiffs Double AA International Investment Group,

Inc. and Daymi Rodriguez and Defendant Swire for the construction and purchase

of a condominium was voidable because Swire and Lawyers Title failed to



       *
          Honorable Harvey E. Schlesinger, United States District Judge for the Middle District
of Florida, sitting by designation.

                                               2
establish two separate escrow accounts for certain monetary deposits made by

Plaintiffs, as required by the Florida Condominium Act, Fla. Stat. § 718.202.

       Swire and Lawyers Title argue that the district court erred in concluding that

§ 718.202 requires the establishment of two separate escrow accounts.1 They

argue that the requirements of § 718.202 are met by a “separate accounting” of the

funds placed in escrow in excess of ten percent of the purchase price, even if all of

the deposited funds are kept in a single account. However, even if a separate

accounting of the escrowed deposits satisfies the requirements of § 718.202, the

district court found that the accounting practices here failed to meet even this

standard. On this record, we cannot say this finding was clearly erroneous. The

record reflects that only a single escrow account was opened to hold all of the

contract deposits made by purchasers of Asia condominium units. While Lawyers

Title maintained a separate buyer’s transaction log for each condominium unit,

this log does not separate the buyer’s protected ten percent deposit from the

second ten percent deposit that could be withdrawn to pay for construction costs.

We note that the buyer’s transaction log in evidence contains two distinct columns

that allow the escrow agent to distinguish deposits in the first ten percent from

deposits in the second ten percent, but those columns simply were not utilized to

       1
          We review the district court’s conclusions of law de novo, and its findings of fact for
clear error. United States v. Diaz, 630 F.3d 1314, 1330 (11th Cir. 2011).

                                                 3
keep track of the deposits at issue in this case. Instead, the log contains a single

listing of all deposits and withdrawals on the account, without indicating which

funds are protected under § 718.202(1). Thus, regardless of whether the statute

requires one escrow account or two,2 the district court did not err in finding the

contract voidable under § 718.202(5) for failure to maintain a separate accounting,

and therefore did not err in ordering the full return of Plaintiffs’ deposits plus

interest. Swire’s argument that this issue was not before the district court lacks

merit as the issue was raised before the district court, evidence about the separate

accounting was presented, and we see no error in the district court’s reaching this

issue.

         However, we find reversible error in the district court’s final judgment

against the escrow agent, Lawyers Title, for violating § 718.202. That statute does

not authorize a private cause of action against an escrow agent. See United Auto.

Ins. Co. v. A 1st Choice Healthcare Sys., 21 So. 3d 124, 128 (Fla. 3rd Dist. Ct.

App. 2009) (“Absent a specific expression of [legislative] intent, a private right of

action may not be implied.”). The statute clearly sets forth the rights and

obligations of only developers, not escrow agents, regarding the treatment of



         2
         Since there was no separate accounting, we need not and do not reach the issues
regarding the statutory construction of § 718.202, the effect of the Department of Business and
Professional Regulation’s informal legal opinion, or the new amendment to § 718.202.

                                                4
deposits made by condominium buyers. See, e.g., Fla. Stat. § 718.202(1) (“the

developer shall pay into an escrow account”); § 718.202(6) (“[t]he developer shall

maintain separate records”); § 718.202(7) (“[a]ny developer who willfully fails to

comply with the provisions of this section . . . is guilty of a felony”). In addition,

the statute provides for no remedy against the escrow agent, but provides only that

failure to comply with the statutory requirements renders the purchase agreement

between the buyer and developer voidable.3 See § 718.202(5).

       For the foregoing reasons, we affirm the district court’s final judgment in

favor of Plaintiffs against Swire on Count II of Plaintiffs’ Amended Complaint,

but we vacate the district court’s final judgment in favor of Plaintiffs against

Lawyers Title on Count II of Plaintiffs’ Amended Complaint, and remand the case

for further proceedings consistent herewith.

       AFFIRMED in part; VACATED in part, and REMANDED.




       3
          We do not disturb the district court’s final judgment on Lawyers Title’s counterclaim
for interpleader directing Lawyers Title to return all of the Plaintiffs’ deposits currently held in
escrow with accumulated interest to Plaintiffs.

                                                  5
