State of Florida, ex rel., Chertok v. Zillow, Inc.

FIRST D ISTRICT COURT OF APPEAL
S TATE OF FLORIDA
_____________________________
No. 1D2024-2804
_____________________________
S TATE OF FLORIDA , ex rel.,
DOUGLAS C HERTOK,
Appellant,
v.
ZILLOW, I NC ., a Washington
corporation,
Appellee.
_____________________________
On appeal from the Circuit Court for Leon County.
Angela C. Dempsey, Judge.
March 18, 2026
B ILBREY , J.
Douglas Chertok sued Zillow, Inc., purporting to represent the
State of Florida’s interests in unclaimed property held by Zillow.
After 	conducting 	discovery, 	both 	parties 	moved 	for 	summary
judgment. 	The trial court granted summary final judgment for
Zillow on four grounds. 	We agree that the trial court was correct
to grant summary judgment for Zillow, affirm the final judgment
in full, and write to explain two of the grounds upon which the trial
court based summary judgment.

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Background
Chertok and a company he founded, Vast Ventures, LLC, were
stockholders in NMD Interactive, Inc., a Delaware corporation. In
August 2013 Zillow acquired NMD under a merger agreement.
Unlike other stockholders, Chertok did not vote to approve the
merger. 	At the time of the merger, Chertok resided in New York
and Vast was a New York LLC.
Under 	the 	merger 	agreement, 	NMD 	stockholders 	were
entitled to payments of a merger consideration and dividends if
they surrendered a certificate of cancellation of their shares of
stock and executed a letter of transmittal. 	Chertok and Vast
declined to sign letters of transmittal under the merger agreement
between NMD and Zillow, instead insisting on payment of funds
under NMD’s Delaware certificate of incorporation.
Zillow negotiated with Chertok and Vast on various occasions
between 2013 and 2019. 	Zillow offered to remove the condition
that these stockholders sign releases and letters of transmittal to
receive their payments under the merger agreement. But Chertok
and 	Vast 	rejected 	Zillow’s 	offers 	to 	settle 	and 	persisted 	in
demanding 	payment 	under 	the 	NMD 	Delaware 	certificate 	of
incorporation. 	In 	September 	2018 	Chertok 	signed 	and 	filed
Florida articles of incorporation for Vast Ventures, LLC, creating
a Florida LLC. 	In May 2019 Vast in Delaware merged with and
into Vast in Florida.
Chertok and Vast then sued Zillow in Delaware state court in
October 	2019, 	seeking 	payment 	for 	the 	merger 	consideration,
dividends, and interest they 	alleged Zillow owed them 	under
NMD’s Delaware certificate of incorporation. 	The Delaware case,
alleging 	a 	breach 	of 	contract, 	was 	dismissed 	as 	time 	barred.
Chertok 	v. 	Zillow, 	Inc., 	No. 	CV 	2019-0849-LWW, 	2021 	WL
4851816, at *3 (Del. Ch. Oct. 18, 2021), aff’d, 277 A. 3d 1258 (Del.
2022).
Two months after the Delaware Supreme Court affirmed the
dismissal 	of 	the 	Delaware 	breach 	of 	contract 	action, 	Chertok
brought the action that is the subject of this appeal under the
Florida False Claims Act and the Florida Unclaimed Property Act.
See §§ 68.081–092, 717.001–1401, Fla. Stat. (2022). As allowed by

3
section 68.084(3), Florida Statutes, the Florida Department of
Legal Affairs filed its notice of election not to proceed, disclaiming
its right to conduct the litigation. Chertok was then permitted by
law to continue with the action on behalf of the State. See id.
The parties stipulated to Chertok amending the complaint. In
the amended complaint, Chertok stated that he was the relator for
the State of Florida under section 68.083(2), Florida Statutes, and
a resident of Broward County, Florida. 	Chertok alleged a single
count — that Zillow violated the False Claims Act by holding
unclaimed 	funds 	consisting 	of 	the 	merger 	considerations 	and
dividends from the 2013 merger of NMD into Zillow. 	Chertok
alleged that these funds were due under NMD’s certificate of
incorporation, not under the merger agreement between NMD and
Zillow.
In 	the 	amended 	complaint, 	Chertok 	alleged 	that 	Zillow
“committed a fraud upon the State of Florida” in violation of the
False Claims Act and the Unclaimed Property Act. 	These Acts
were 	allegedly 	violated 	by 	“Zillow 	knowingly 	concealing
and avoiding its obligation to report and pay the Unclaimed Funds
to the State in violation of the Unclaimed Property Act.”1 Chertok
alleged 	that 	he 	and 	Vast 	were 	“entitled 	to 	their 	merger
consideration . . . and dividends . . . plus interest on the unpaid
Merger Consideration and Dividends . . . under NMD’s Certificate
of Incorporation.” Chertok alleged that “the Merger Agreement is
irrelevant to Zillow’s obligation to pay the Unclaimed Funds to
Chertok and Vast.”
Chertok further alleged in the Amended Complaint that the
funds became payable to himself and Vast in 2013, but they did
not claim the funds for five years between 2013 and 2018. 	Thus,
according to Chertok the funds were “unclaimed funds” under
section 717.102, Florida Statutes. 	And Chertok alleged, under
section 717.119, Florida Statutes, Zillow was obligated to pay those
1 Because we are affirming the summary judgment on the
grounds set forth by the trial court, we offer no opinion whether
such allegations that seek recovery by combining False Claims Act
and Unclaimed Property Act state a cause of action.

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unclaimed funds to the State of Florida as of May 1, 2019, and had
failed to do so.
Chertok demanded a judgment against Zillow for at least
$38,889,000 in unclaimed funds, penalties, and interest. 	And
because Chertok alleged that Zillow knowingly committed fraud
upon the State of Florida by concealing and avoiding its obligation
to pay the State, Chertok claimed that Zillow was liable for treble
damages under section 68.082(2), Florida Statutes, amounting to
“at least $116,667,000 plus a civil penalty of $11,000” under those
statutes. 	For himself, Chertok requested “an amount available
under section 68.085(2), for 30 percent of the total damages . . . of
this action or settlement of this action.”
Zillow then filed its answer and affirmative defenses, and the
parties conducted discovery. Zillow moved for summary judgment
and amended its motion. 	Chertok moved for partial summary
judgment.
After a hearing, the trial court granted summary judgment for
Zillow in a detailed final judgment. 	The court based its grant on
four grounds. First, the trial court held that Chertok and Vast had
no right to any property under the NMD certificate. 	The latest
time to make such a claim was December 2016 per the Delaware
courts’ decisions. 	Second, even if Chertok and Vast could make a
claim for the property, the property was not presumed unclaimed
under the Florida Disposition of Unclaimed Property Act, sections
717.001 	through 	717.1401, 	Florida 	Statutes, 	because 	of
communication 	by 	Chertok 	and 	Vast 	with 	Zillow 	about 	the
property. Third, even if wrong about the first and second grounds,
the property was not subject to be delivered to the State of Florida
such that section 68.082(2)(d) and (g) of the Florida False Claim
Act applied because Chertok and Vast were not Florida residents
at the material time. And fourth, even if wrong about all the other
grounds to grant summary judgment, Chertok and Vast’s actions
related to the property destroyed any presumption that it was
unclaimed property.
After the trial court denied his motion for rehearing, Chertok
brought this appeal.

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Standard of Review
A grant of summary judgment is reviewed de novo. 	Volusia
Cnty. v. Aberdeen at Ormond Beach, L.P., 760 So. 2d 126, 130 (Fla.
2000). 	The inquiry is “whether the evidence presents a sufficient
disagreement to require submission to a jury” or whether it is so
one-sided that one party must prevail as a matter of law. 	In re
Amendments to Fla. R. Civ. P. 1.510, 317 So. 3d 72, 75 (Fla. 2021)
(citation 	omitted). 	“If 	the 	moving 	party 	presents 	evidence
sufficient to support the claimed nonexistence of a material issue,
the opposing 	party 	must 	come forward with counter-evidence
sufficient to reveal a genuine issue of material fact.” 	Garback v.
Gayle, 	312 	So. 	3d 	1286, 	1288 	(Fla. 	1st 	DCA 	2021) 	(citations
omitted). The nonmovant cannot “merely . . . assert that an issue
does exist.” Id. (citation omitted). Rather, “[i]f the opposing party
fails to come forward with competent counter-evidence, the moving
party is entitled to summary judgment.” Id. (citations omitted).
Law
As 	explained 	below, 	we 	affirm 	the 	trial 	court’s 	grant 	of
summary 	judgment 	in 	full 	and 	discuss 	the 	first 	and 	second
grounds for the trial court’s summary judgment.
The trial court first held that Chertok and Vast had no right
to any property under the NMD certificate of incorporation due to
the expiration of the statute of limitations. Chertok and Vast had
sued Zillow in Delaware in October 2019 asserting that they were
entitled to recover from Zillow under the NMD certificate. 	The
Delaware Court of Chancery determined that any cause of action
on the NMD certificate accrued at the latest in “December 2013
when their remaining appraisal rights expired.” 	Chertok, No. CV
2019-0849-LWW, 2021 WL 4851816, at *7. 	Since the statute of
limitation in Delaware for a breach of contract action is only three
years, any limitation period ran by December 2016. 	Id. 	So,
according to the Delaware Court of Chancery, the Delaware action
to recover under the NMD certificate was time barred and no
grounds were present to toll the statute of limitations. Id.
Based on this determination from the Delaware Court of
Chancery, the trial court held that Chertok and Vast could not

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assert any ownership interest in any unclaimed property. 	The
trial 	court 	noted 	section 	95.10, 	Florida 	Statutes, 	that 	states,
“When the cause of action arose in another state or territory of the
United States, or in a foreign country, and its laws forbid the
maintenance of the action because of lapse of time, no action shall
be maintained in this state.” 	In granting summary judgment the
trial court correctly found that “any claim Appellants had under
the Delaware Certificate expired in December 2016, more than two
years 	before 	Chertok 	contends 	the 	funds 	should 	have 	been
escheated to the State of Florida.”
On appeal, Chertok argues that in addition to being owed
funds under the NMD certificate of incorporation, he and Vast are
entitled to funds under the merger agreement between NMD and
Zillow. 	But Chertok’s claim before the trial court was based only
on the merger consideration, dividends, and interest alleged to be
owned under the NMD certificate. Chertok’s Amended Complaint
alleged that he and Vast were entitled to merger consideration
under “NMD’s purported Amended and Restated Certificate of
Incorporation filed by NMD on August 30, 2006.” He also claimed
dividends 	that 	NMD 	supposedly 	issued 	before 	closing 	on 	the
merger with Zillow. 	As noted above, he specifically alleged that
the merger agreement between NMD and Zillow was irrelevant to
Zillow’s obligation to pay under the NMD certificate.
“A litigant seeking to overturn a lower court’s judgment may
not rely on one line of argument in the trial court and then pursue
a different line of argument in the appellate courts.” Sanchez v.
Miami-Dade Cnty., 286 So. 3d 191, 195 (Fla. 2019). 	Instead,
barring fundamental error, “‘[a]ppellate review is therefore limited
to the specific grounds’ argued in the lower tribunal.” Id. (quoting
Aills v. Boemi, 29 So. 3d 1105, 1109 (Fla. 2010)). Chertok’s attempt
to revise his basis for recovery this late in the proceedings must
fail.
As to the second ground used to grant summary judgment for
Zillow, Chertok contends that the trial court erred in determining
that the property at issue was not presumed unclaimed. He argues

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that section 717.102(1), Florida Statutes (2022) applies.2 	That
subsection states:
All 	intangible 	property, 	including 	any 	income 	or
increment thereon less any lawful charges, that is held,
issued, or owing in the ordinary course of the holder’s
business and the owner fails to claim such property for
more than 5 years after the property becomes payable or
distributable is presumed unclaimed, except as otherwise
provided by this chapter.
But 	the 	trial 	court 	instead 	correctly 	applied 	section
717.1101(1)(a), Florida Statutes, that creates a presumption that
“[s]tock 	or 	other 	equity 	interest 	in 	a 	business 	association 	is
presumed unclaimed” three years after various triggering events.
Section 717.1101(2) then provides in part:
The running 	of 	such 3-year 	period 	ceases 	if the
person:
(a)1. 	Communicates 	in 	writing 	with 	the
association or its agent regarding the interest or
a dividend, distribution, or other sum payable as
a result of the interest; or
2. 	Otherwise 	communicates 	with 	the
association regarding the interest or a dividend,
distribution, or other sum payable as a result of
the interest, as evidenced by a memorandum or
2 	The 	Florida 	Unclaimed 	Property 	Act 	including 	section
717.102 was substantially amended in 2024. 	See Ch. 2024-140,
§ 40, 	Laws 	of 	Fla. 	Those 	amendments 	include 	how 	the
presumption that the property is unclaimed can be rebutted. 	Id.
But the amendment does not apply here. 	See Alamo Rent-A-Car,
Inc. v. Mancusi, 632 So. 2d 1352, 1358 (Fla. 1994) (citations
omitted) 	(“A 	substantive 	statute 	is 	presumed 	to 	operate
prospectively rather than retrospectively unless the Legislature
clearly 	expresses 	its 	intent 	that 	the 	statute 	is 	to 	operate
retrospectively.”).

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other record on file with the association or its
agent.
The trial court found that “Beginning with the 2013 Merger
and continuing thereafter, Chertok and Vast engaged in a series of
communications 	in 	writing 	with 	Zillow 	seeking 	payment 	of
dividends and distributions purportedly due Chertok and Vast.”
Starting in October 2013, Chertok and his then attorney undertook
communications with Zillow in an attempt to settle Chertok and
Vast’s claims. 	Chertok again communicated with Zillow in June
2015. More importantly, Chertok communicated with Zillow from
July to October 2019 regarding his claims and those of Vast. 	See
Chertok, 2021 WL 4851816, at *4. 	In those communications
settlement offers were exchanged but the parties ultimately were
unable 	to 	reach 	a 	resolution. 	The 	Delaware 	litigation 	then
commenced in October 2019.
Therefore, if any money was owed by Zillow to Chertok or
Vast, it was never presumed unclaimed. And if the money was not
presumed unclaimed, there was no obligation for Zillow to file a
report on unclaimed property or deliver the money to the State.
See 	§§ 717.117(1), 	717.119(1), 	Fla. 	Stat. 	Lastly, 	without 	an
obligation by Zillow to deliver the money alleged to be owed to the
State, there was no violation of the False Claims Act, so there was
no action that could have been brought under that Act. 	See
§§ 68.082–.083, Fla. Stat. 	As a result, the trial court was correct
to grant summary judgment based on any monies owed not being
unclaimed.
Conclusion
Since the trial court’s grant of summary final judgment was
correct, 	the 	summary 	final 	judgment 	in 	favor 	of 	Zillow 	is
AFFIRMED.
OSTERHAUS, C.J., and LONG,3 J., concur.
3 Judge Long was substituted for an original panel member in
this proceeding after oral argument.

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_____________________________
Not 	final 	until 	disposition 	of 	any 	timely 	and
authorized motion under Fla. R. App. P. 9.330 or
9.331.
_____________________________
Joseph W. Jacquot, George S. LeMieux, Jonathan K. Osborne, and
Derek 	K. 	Mountford 	of 	Gunster, 	Yoakley 	& 	Stewart, 	P.A.,
Jacksonville, for Appellant.
D. Ty Jackson of Holland & Knight LLP, Tallahassee; Jason Unger
of GrayRobinson, P.A., Tallahassee, for Appellee.