Opinion

UNITED STATES DISTRICT COURT

SOUTHERN DISTRICT OF FLORIDA

CASE NO.: 1:25-cv-22558-DPG

New National, LLC,

a Florida limited liability company,

Plaintiff,

v.

City of Miami Beach, a municipal

corporation of the State of Florida,

Defendant.

________________________________/

ORDER1

THIS CAUSE comes before the Court upon Defendant City of Miami Beach’s (the “City”)

Motion to Dismiss the Plaintiff’s Complaint (the “Motion”). [ECF No. 23]. On September 30,

2025, the Court held a hearing on the Motion. [ECF Nos. 74, 83]. Having considered the record

and argument from counsel, the Motion is GRANTED for the reasons that follow.

BACKGROUND

Miami Beach’s Historic Preservation Board (the “HPB”) is a quasi-judicial board tasked

with, among other responsibilities, deciding whether to issue Certificates of Appropriateness

(“COA(s)”) for construction within the City’s designated historic areas. COAs are required for

exterior alterations, additions, or demolitions within designated historic areas, including the City’s

Art Deco District (the “District”). This action stems from the HPB’s decision to approve the

construction of a modern, 15-story building (the “Tower”) in the District. Plaintiff New National,

1 This Order supersedes the Court’s Paperless Order granting Defendant’s Motion to Dismiss, which stated that a

detailed written order would follow. See [ECF No. 134].

LLC (“New National” or “Plaintiff”), which owns the National Hotel within the District, filed this

lawsuit against the City to reverse the HPB’s decision.

The HPB rejected plans for construction of the Tower three times. However, after a hearing

on October 10, 2023, the HPB issued a COA approving the Tower’s construction.2 Plaintiff

contends that the HPB only issued the COA after the City and the Tower’s developers made a quid

pro quo deal such that the developers would fund improvements to Lincoln Road (located within

the City) in exchange for the HPB approving the Tower’s construction.3 Plaintiff alleges that

construction of the Tower will irreparably harm the charm of the District, in general, and the

National Hotel, in particular.

On November 2, 2023, Plaintiff petitioned the Special Magistrate for the City to review the

HPB’s approval. After extensive briefing and oral arguments from the parties, the Special

Magistrate affirmed the HPB’s decision on February 5, 2024. On March 6, 2024, Plaintiff appealed

the Special Magistrate’s decision to the Appellate Division of Florida’s Eleventh Judicial Circuit

(the “Circuit Court”). The Circuit Court affirmed the Special Magistrate’s decision, finding that

Plaintiff was afforded due process and that the HPB’s decision to grant the COA was supported

by competent substantial evidence. On January 2, 2025, Plaintiff filed a Petition for Writ of

Certiorari with Florida’s Third District Court of Appeal (“Third DCA”), which denied Plaintiff’s

Petition on March 5, 2025. Plaintiff did not raise the quid pro quo issue before the Special

Magistrate, the Circuit Court, or the Third DCA.4

2 Plaintiff alleges that this hearing was closed to public comment and that the National Hotel objected to that as

improper. [ECF No. 1 ¶¶ 61- 62].

3 Plaintiff’s Response states the “the claims before this Court challenge the City’s conduct stemming from the City

Commission’s adoption of Resolution 2022-32444.” [ECF No. 55 at 14]. While the Complaint does not specifically

mention Resolution 2022-32444, Plaintiff appears to assert that the Resolution was a part of the City’s quid pro quo

deal with developers. See, e.g., [ECF No. 1 ¶ 43]. According to Plaintiff, the City passed Resolution 2022-32444 on

December 14, 2022, [ECF No. 55 at 1-2], ten months before the HPB issued the COA.

4 In the Response, Plaintiff argues that “[t]he appeal before the Special Master focused narrowly and specifically on

the National’s right to cross-examine witnesses during the HPB’s hearings.” [ECF No. 55 at 14]. In the Complaint,

On June 4, 2025, Plaintiff filed the Complaint [ECF No. 1], alleging violations of 42 U.S.C.

§ 1983 for constitutionally inadequate process (Count I) and substantive due process (Count II).

Plaintiff also seeks a declaratory judgment for violations of Article I, Section 9, of the Florida

Constitution on procedural due process (Count III) and substantive due process (Count IV)

grounds. Finally, Plaintiff alleges a constitutional equal protection violation (Count V). In its

Motion, the City argues that the Court lacks subject matter jurisdiction because (1) Plaintiff lacks

Article III standing and (2) the Rooker-Feldman doctrine requires dismissal. The City also argues

that Plaintiff fails to adequately state its claims.

LEGAL STANDARD

A motion to dismiss for lack of subject matter jurisdiction, pursuant to Federal Rule of

Civil Procedure 12(b)(1), may present either a facial or a factual challenge to the

complaint. See McElmurray v. Consol. Gov’t, 501 F.3d 1244, 1251 (11th Cir. 2007). In a facial

challenge, a court is required only to determine if the plaintiff has “sufficiently alleged a basis of

subject matter jurisdiction, and the allegations in his complaint are taken as true for the purposes

of the motion.” Id. (internal quotation omitted). By contrast, a factual attack “challenge[s] the

existence of subject matter jurisdiction in fact, irrespective of the pleadings, and matters outside

the pleadings . . . are considered.” Id. In a factual attack, “no presumptive truthfulness attaches to

[a] plaintiff’s allegations,” Lawrence v. Dunbar, 919 F.2d 1525, 1529 (11th Cir. 1990), and the

plaintiff bears the burden to prove the facts sufficient to establish subject matter

jurisdiction. See OSI, Inc. v. United States, 285 F.3d 947, 951 (11th Cir. 2002).

Plaintiff alleges that “the National petitioned the Special Magistrate for the City to review the HPB’s Approval on two

grounds. First, the National argued that the HPB failed to consider the Standards and Guidelines as required by the

Resiliency Code in rendering its decision. Second, the National asserted it was deprived of due process when the

Board denied the National’s numerous requests to cross-examine the Ritz/Sagamore’s witnesses.” [ECF No. 1 ¶ 72].

The City has advanced both factual and facial attacks. In its facial attack, the City argues

that Plaintiff fails to allege an injury in fact and, as such, lacks standing. In its factual attack, the

City argues that this Court lacks subject matter jurisdiction pursuant to the Rooker–

Feldman doctrine. See, e.g., Christophe v. Morris, 198 F. App’x. 818 (11th Cir. 2006) (per curiam)

(affirming a district court’s decision to dismiss the plaintiff’s complaint where the district court

had considered Rooker–Feldman as a factual attack on its subject matter jurisdiction).

DISCUSSION

I. Standing

“Article III of the Constitution limits federal courts to deciding ‘Cases’ or

‘Controversies.’” Muransky v. Godiva Chocolatier, Inc., 979 F.3d 917, 924 (11th Cir. 2020) (en

banc) (citing U.S. Const. art. III, § 2). The doctrines of standing, ripeness, and mootness govern

whether an action presents an actual case or controversy. Id. Standing “is a threshold question that

must be explored at the outset of any case.” Corbett v. Transp. Sec. Admin., 930 F.3d 1225, 1232

(11th Cir. 2019). It is not a “mere pleading requirement[ ] but rather an indispensable part of the

plaintiff’s case . . . .” Lujan v. Defenders of Wildlife, 504 U.S. 555, 561 (1992).

To establish Article III standing, “[t]he plaintiff must have (1) suffered an injury in fact,

(2) that is fairly traceable to the challenged conduct of the defendant, and (3) that is likely to be

redressed by a favorable judicial decision.” Spokeo, Inc. v. Robins, 578 U.S. 330, 338

(2016) (citing Lujan, 504 U.S. at 560–61). The “irreducible constitutional minimum of standing”

requires an “injury in fact” which is “an invasion of a legally protected interest” that is both

“concrete and particularized,” and “actual or imminent, not conjectural or hypothetical.” Lujan,

504 U.S. at 560 (internal citations omitted).

Here, Plaintiff argues that it was injured by the City, both economically and by a lack of

fair process. As to its economic injuries, Plaintiff alleges that the building of the Tower will lead

to a diminution in the National Hotel’s property value and that fewer tourists will come to the

District. The City argues that Plaintiff lacks standing because its alleged economic injuries are

purely conjectural, hypothetical, and speculative, not concrete or particularized. The Court agrees.

Plaintiff has not sufficiently alleged how it has or will be harmed by the Tower or why the Tower

will destroy the Art Deco nature of the District and drive tourists and guests away from the District.

Without more detail, Plaintiff’s economic claims are too speculative/conjectural to show any injury

in fact.5

Plaintiff’s fair process claims fare no better. Plaintiff argues that there was an illegal quid

pro quo deal between the City and developers to make improvements to Lincoln Road in exchange

for HPB’s issuance of the COA. However, Plaintiff’s primary evidence of such an agreement is

the City’s Resolution No. 2022-3244, done ten months before the HPB’s issuance of the COA,

and statements by HPB board members that “we’re not supposed to talk about the investment on

Lincoln Road being a quid pro quo for everything” and “the [Project] should stand on its own two

legs . . . .” [ECF No. 1 ¶ 67]. Plaintiff also alleges that “[t]his improper quid pro quo scenario

caused the HPB to act arbitrarily and capriciously by approving the Ritz/Sagamore proposal which

violates both the substantive and procedural rights of all who are impacted by the HPB’s Approval,

including particularly the National and all citizens of Miami Beach.” [ECF No. 1 ¶ 49].

“[A] mere recitation that the Government is violating one’s constitutional rights is not

concrete enough to establish standing.” See Ladies Mem’l Ass’n, Inc. v. City of Pensacola, Fla.,

5 Plaintiff’s reference to Sierra Club v. Morton, 405 U.S. 707, 734 (1972) is unavailing. Sierra Club discusses an

injury in fact for standing under § 10 of the Administrative Procedure Act, not Article III standing. Id. Even if the

Sierra Club analysis applies here, and “[a]esthetic and environmental well-being” can be an injury in fact for the

purposes of Article III standing, id., the harm alleged here is too conjectural to constitute an injury in fact.

34 F.4th 988, 993 (11th Cir. 2022); Gardner v. Mutz, 962 F.3d 1329, 1341 (11th Cir. 2020) (finding

Plaintiff’s alleged injuries are too abstract for Article III standing, as “surely the naked recitation

of a constitutional claim isn’t sufficient; if it were, every § 1983 plaintiff would, by definition,

have standing to sue.”). Here, the Court finds that Plaintiff’s alleged constitutional deprivations,

including the alleged quid pro quo scheme, are too abstract to establish an injury in fact. Plaintiff

does not allege specific evidence tying the HPB’s COA to the developers’ funding of

improvements to Lincoln Road; nor does Plaintiff explain why such an agreement would be

unlawful. Further, Plaintiff does not sufficiently explain how the HPB’s actions are arbitrary and

capricious or how the City’s actions are traceable to any actual or imminent harm to Plaintiff.

Plaintiff also alleges that the City violated its equal protection rights, including its “right to

a formal impartial review process before an owner or developer modifies an existing building or

constructs a new building within the District.” [ECF No. 1 ¶ 132]. While Plaintiff alleges that “the

State of Florida created a right for the members in protected districts to be shielded from modern

development,” id. ¶ 133, Plaintiff recognizes that the HPB had the authority to grant a COA so

long as its decision was not arbitrary and capricious. At bottom, Plaintiff alleges that it was denied

equal protection because the HPB was not impartial, it failed to follow a uniform set of standards,

and there was no rational basis for its decision. Id. ¶¶ 134–136. These allegations are also too

conjectural and abstract for standing. As noted above, Plaintiff does not allege specific evidence

of bias or a connection between the HPB’s COA and the developers’ funding of improvements to

Lincoln Road. Nor does Plaintiff explain why the HPB’s approval of the COA, after a few

modifications to the application, is evidence that the HPB ignored its regular standards or that its

decision was arbitrary and capricious. Because Plaintiff fails to sufficiently establish Article III

standing, the Complaint shall be dismissed.

II. Rooker-Feldman

The City also argues that this case should be dismissed pursuant to the Rooker-Feldman

doctrine. “The Rooker–Feldman doctrine makes clear that federal district courts cannot review

state court final judgments because that task is reserved for state appellate courts or, as a last resort,

the United States Supreme Court.” Casale v. Tillman, 558 F.3d 1258, 1260 (11th Cir. 2009) (per

curiam). The doctrine, named for Rooker v. Fidelity Trust Company, 263 U.S. 413 (1923),

and District of Columbia Court of Appeals v. Feldman, 460 U.S. 462 (1983), “is confined to cases

of the kind from which the doctrine acquired its name: cases brought by state-court losers

complaining of injuries caused by state-court judgments rendered before the district court

proceedings commenced and inviting district court review and rejection of those judgments.”

Exxon Mobil Corp. v. Saudi Basic Indus. Corp., 544 U.S. 280, 284 (2005). The doctrine bars

federal claims previously adjudicated in the state court that are “inextricably intertwined” with the

state court’s judgment. See Feldman, 460 U.S. at 482 n.16. “A claim is inextricably intertwined if

it would effectively nullify the state court judgment, or it succeeds only to the extent that the state

court wrongly decided the issues.” Casale, 558 F.3d at 1260 (internal quotation marks and citations

omitted).

Plaintiff argues that Rooker-Feldman should not apply here because the alleged quid pro

quo arrangement was not addressed in the state court proceedings because of the Special

Magistrate’s limited review. Plaintiff alleges that the Special Magistrate’s findings were limited to

whether the HPB “failed to consider the Standards and Guidelines as required by the Resiliency

Code in rendering its decision,” and that it was “deprived of due process when the Board denied

the National’s numerous requests to cross-examine the Ritz/Sagamore’s witnesses.” [ECF No. 1 ¶

72]. According to Plaintiff, its procedural due process claims “are inherently outside the scope of

the HPB” because the claim stems from the City’s adoption of a resolution (to improve Lincoln

Road) prior to the COA’s issuance as part of the quid pro quo scheme. [ECF No. 55 at 14–15].

The Court finds that Plaintiff’s federal claims are barred by Rooker-Feldman because they

are inextricably intertwined with the state court judgment. To rule in Plaintiff’s favor and find that

the HPB’s approval process was flawed, this Court must find that the HPB lacked competent

substantial evidence to issue the COA. Such a finding would conflict with the state courts’ findings

that the HPB had competent substantial evidence to issue the COA.6 A determination that the state

courts “wrongly decided the issues” is prohibited by the Rooker–Feldman doctrine. Casale, 558

F.3d at 1260; see also Edgewater House Condo. Ass’n v. City of Fort Lauderdale, Fla., 825 F.

App’x 658, 662-64 (11th Cir. 2020) (“Because the Broward County Circuit Court previously held

that the Commission had competent and substantial evidence to deny [the plaintiff]’s application,

the district court properly held that [the plaintiff] was collaterally estopped from bringing its equal

protection claim.”).

Plaintiff has not adequately explained why it did not raise these quid pro quo issues at any

stage of the state court proceedings. Plaintiff states that the City passed Resolution 2022-32444 to

fund improvements on Lincoln Road on December 14, 2022, [ECF No. 55 at 1-2], ten months

prior to the HPB’s issuance of the COA. If Plaintiff was aware of the Resolution and any quid pro

quo scheme, those issues should have been raised before the Special Magistrate, the Circuit Court,

and the Third DCA. Plaintiff’s failure to do so does not give it a second opportunity in federal

court. See Casale v. Tillman, 558 F.3d 1258, 1261 (11th Cir. 2009) (finding the district court lacked

jurisdiction under Rooker-Feldman and reasoning, “[w]e are not a clearinghouse

6 The Complaint alleges that the Circuit Court found that “the HPB’s decision to grant the Ritz/Sagamore’s COA was

supported by competent substantial evidence and complied with the essential requirement of law.” [ECF No. 1 ¶ 75].

Plaintiff also acknowledges that a party can appeal an HPB decision if the HPB failed to “base its decision on

substantial competent evidence.” [ECF No. 55 at 11].

for Casale’s overstock arguments; if he did not offer them to the state courts—or if the state courts

did not buy them—he cannot unload them by attempting to sell them to us.”); Powell v. Powell,

80 F.3d 464, 467 (11th Cir. 1996) (rejecting Plaintiff's argument that Rooker-Feldman does not

apply because he did not have a reasonable opportunity to bring his claim in the state court

proceeding, noting “[t]here is no reason that he could not have challenged the constitutionality . . .

as applied to him in the state court proceeding.”); Edgewater, 825 F. App’x, at 663-64 (affirming

the district court’s finding that “Edgewater and the City had a full and fair opportunity to litigate

whether the Commission had sufficient basis to deny Edgewater’s application” despite

Edgewater’s argument that it never litigated its equal protection claim). Indeed, if the state courts’

review was as limited as Plaintiff argues, the state courts would have said so. Therefore, the

Complaint shall also be dismissed pursuant to the Rooker-Feldman doctrine.’

CONCLUSION

Based on the foregoing, it is ORDERED AND ADJUDGED as follows:

1. Defendant City of Miami Beach’s Motion to Dismiss, [ECF No. 23], is

GRANTED.

2. Plaintiff's Complaint, [ECF No. 1], is DISMISSED without prejudice.

3. This action is CLOSED, and all pending motions are DENIED as moot.

DONE AND ORDERED at Miami, Florida, this 6th day of February, 2026.

of

UNITED STATES DISTRICY JUDGE

7 Because the Court finds this case should be dismissed for lack of subject matter jurisdiction, it need not consider

Defendant’s arguments to dismiss the Complaint on 12(b)(6) grounds.