DePrince v. Starboard Cruise Services, Inc.
163 So. 3d 586
Fla. Dist. Ct. App.2015Background
- DePrince bought a 20.64‑carat diamond aboard a Starboard Cruise Services store after being quoted $235,000 (plus shipping); he paid in full and arranged GIA inspection.
- The quoted price was an email from Starboard’s supplier, Fiori; Starboard later discovered the quote was a per‑carat price (actual total ≈ $4.85M) and refunded DePrince, refusing to ship the stone.
- DePrince sued Starboard for breach of contract, specific performance, and conversion; Starboard asserted unilateral mistake and unconscionability defenses and counterclaimed for declaratory relief/rescission.
- The trial court granted summary judgment for Starboard on all counts, finding a unilateral pricing mistake, no actionable damages, the diamond not unique, and that Starboard never possessed the stone.
- The district court reversed, holding genuine issues of material fact exist as to unilateral mistake (and negligence), unconscionability, damages, uniqueness for specific performance, and Starboard’s possession under the consignment agreement; the opinion noted Fiori (supplier) was not a party but likely relevant.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether unilateral mistake rescinds the contract | DePrince denies inducement and says Starboard negligently communicated supplier quote; therefore contract stands | Starboard says a unilateral mistake (misreading per‑carat quote) voids/voidable the sale | Reversed summary judgment — triable issues: inducement and Starboard negligence remain; multiple tests exist but under any test Starboard failed to show entitlement to rescission on summary judgment |
| Whether unconscionability independently voids contract | DePrince: no evidence of procedural/substantive unconscionability | Starboard: enforcing contract would be unconscionable given the pricing error | Court: unconscionability defense was not properly developed for summary judgment; unconscionability as a stand‑alone ground not established; factual inquiry required |
| Whether DePrince alleged actionable damages for breach | DePrince seeks expectation damages (market price minus contract price) — potentially millions | Starboard argued no damages because DePrince incurred no reliance losses | Court: trial court erred; buyer’s expectation damages under UCC (and Restatement) available even without reliance expenditures |
| Whether specific performance is available | DePrince: diamond is unique (expert affidavit, laser number) so legal remedy inadequate | Starboard: diamonds are fungible, so specific performance inappropriate | Court: dispute over uniqueness is factual; summary judgment improper |
| Whether conversion claim fails for lack of possession | DePrince: Starboard obtained possession/constructive possession under consignment agreement with Fiori | Starboard: never possessed the diamond | Court: consignment agreement raises a genuine issue about Starboard’s constructive possession; summary judgment improper |
Key Cases Cited
- Moore v. Morris, 475 So. 2d 666 (Fla. 1985) (summary judgment standard; view facts for nonmovant)
- Volusia Cnty. v. Aberdeen at Ormond Beach, L.P., 760 So. 2d 126 (Fla. 2000) (summary judgment standard)
- Rachid v. Perez, 26 So. 3d 70 (Fla. 3d DCA 2010) (articulating four‑prong unilateral mistake test)
- Lechuga v. Flanigan’s Enters., Inc., 533 So. 2d 856 (Fla. 3d DCA 1988) (source of four‑prong formulation)
- Maryland Cas. Co. v. Krasnek, 174 So. 2d 541 (Fla. 1965) (two‑prong unilateral mistake discussion)
- Mazzoni Farms, Inc. v. E.I. DuPont De Nemours & Co., 761 So. 2d 306 (Fla. 2000) (fraudulent inducement renders contract voidable)
- In re Standard Jury Instr.—Contract & Bus. Cases, 116 So. 3d 284 (Fla. 2013) (proposed three‑part jury instruction on unilateral mistake)