Kevin Wagner v. the Nielsen (US) Company

── Kevin Wagner v. the Nielsen (US) Company ── Court: District Court of Appeal of Florida Date: May 20, 2026 Category: General Third District Court of Appeal State of Florida Opinion filed May 20, 2026. Not final until disposition of timely filed motion for rehearing. ________________ No. 3D25-0414 Lower Tribunal No. 22-2557-CA-01 ________________ Kevin Wagner, et al., Appellants, vs. The Nielsen (US) Company, Appellee. An Appeal from the Circuit Court for Miami-Dade County, Reemberto Diaz, Judge. Gonya Law, and Patrick E. Gonya, Jr., for appellants. Burlington & Rockenbach, P.A., and Bard D. Rockenbach (West Palm Beach), for appellee. Before LINDSEY, LOBREE, and GOODEN, JJ. LINDSEY, J.  Appellants, Kevin Wagner (“Wagner”) and Urban Radio Communications, LLC (“Urban Radio”) appeal the trial court’s final summary judgment finding Wagner and Urban Radio liable for fraudulent transfer and civil conspiracy, as alleged by Appellee, The Nielsen Company (US), LLC (“Nielsen”). We reverse. Urban Radio is a radio broadcasting company with several wholly owned subsidiaries. These subsidiaries include Urban Radio Broadcasting, LLC, Golden Triangle Radio, LLC, and Glass City Radio, LLC. While Urban Radio is the parent company of these subsidiaries, Urban Radio Broadcasting appears to act as the nucleus of these radio ventures. Urban Radio Broadcasting is designed to serve as the operating company for Urban Radio and its subsidiaries. The extent of Urban Radio Broadcasting’s operational capabilities, especially in relation to Wagner, Golden Triangle Radio, and Glass City Radio, is unclear. For example, Wagner has an employment contract with Urban Radio to serve as its CEO and President and manage all of Urban Radio’s subsidiaries. Indeed, Wagner’s contract with Urban Radio states that Urban Radio would compensate Wagner in consideration for his services. But Urban Radio Broadcasting—and not Urban Radio—is the only company on the record who regularly paid Wagner an alleged salary and 2 bonus from April 2020 to December 2022 and issued Wagner a W-2 for each of those years. Additionally, Urban Radio Broadcasting has an agreement with Glass City Radio and Golden Triangle Radio where Glass City Radio and Golden Triangle Radio pay an annual $400,000.00 in management fees to Urban Radio Broadcasting for its services as an operating company. But of the $1.5 million in management fees owed to Urban Radio Broadcasting, Glass City Radio and Golden Triangle Radio have paid less than half. Urban Radio Broadcasting has never pursued any action to collect these fees, despite its alleged insolvency. And when these advertisers operated on Urban Radio Broadcasting’s stations, the advertisers did not pay Urban Radio Broadcasting, but instead were directed to pay Glass City Radio and Golden Triangle Radio. Nielsen is a creditor of Urban Radio Broadcasting. In February 2022, Nielsen domesticated an Illinois judgment, obtained in August 2021 against Urban Radio Broadcasting for $79,368.08. Over a year later, Nielsen filed a Third-Party Complaint against Wagner and Urban Radio. Nielsen sued Wagner for a reasonably equivalent value claim under Florida’s Uniform Fraudulent Transfer Act (“FUFTA”), Section 726.106(1), Florida Statutes (2023), and sued Wagner and Urban Radio for civil conspiracy. 3  Nielsen alleged that Wagner was liable under FUFTA by receiving discretionary “distributions” from Urban Radio Broadcasting. Specifically, because the employment agreement promises Urban Radio would pay Wagner for managing Urban Radio and its wholly owned subsidiaries, Nielsen alleges th