Duty Free World v. Miami Perfume Junction
253 So. 3d 689
| Fla. Dist. Ct. App. | 2018Background
- Duty Free World (DFW) Companies sold wholesale products and owed Doral $6,000,000; parties entered into 2012 Supply and Reimbursement Agreements that reduced the debt and included an arbitration clause with a carve‑out allowing either party to "seek equitable or emergency relief" in Miami‑Dade courts.
- The Supply Agreement required minimum quarterly purchases and provided crediting of a percentage of purchase price against the debt.
- DFW initiated arbitration against Doral for alleged breach of the Supply Agreement; Doral counterclaimed in arbitration asserting breach, civil theft, conversion, and misrepresentation.
- Simultaneously, Doral and MPJ filed a circuit‑court complaint alleging unjust enrichment, seeking restitution/disgorgement of $2,683,252.80 paid for undelivered products and characterizing the requested relief as equitable.
- DFW moved to compel arbitration, arguing the unjust enrichment claim falls under the arbitration clause; the trial court denied the motion based on the arbitration clause’s carve‑out for equitable relief.
- The Third District reversed, holding the unjust enrichment claim seeks legal (monetary) relief, not equitable relief traceable to particular funds, and therefore must be arbitrated per the agreement.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether Doral/MPJ’s unjust enrichment claim falls within the arbitration carve‑out for "equitable relief" | The unjust enrichment claim is equitable; plaintiffs may "seek equitable relief" in court (including disgorgement). | The claim seeks money (restitution) for undelivered goods and thus is legal in nature and subject to mandatory arbitration. | Held: Claim is legal (monetary restitution), not equitable relief traceable to specific funds; arbitration compelled. |
Key Cases Cited
- Mukamal v. Marcum, LLP, 223 So. 3d 422 (Fla. 3d DCA 2017) (standard of review for arbitration orders)
- Seifert v. U.S. Home Corp., 750 So. 2d 633 (Fla. 1999) (parties cannot be forced into arbitration for disputes they did not intend to arbitrate)
- Jackson v. Shakespeare Found., Inc., 108 So. 3d 587 (Fla. 2013) (arbitration provisions governed by contract interpretation and parties’ intent)
- CT Miami, LLC v. Samsung Elecs. Latinoamerica Miami, Inc., 201 So. 3d 85 (Fla. 3d DCA 2015) (all doubts resolved in favor of arbitration)
- Great‑West Life & Annuity Ins. Co. v. Knudson, 534 U.S. 204 (2002) (distinguishing legal restitution from equitable restitution; equitable restitution requires tracing to specific funds/property)
- Commerce Partnership 8098 Ltd. P’ship v. Equity Contracting Co., Inc., 695 So. 2d 383 (Fla. 4th DCA 1997) ("equitable" in unjust enrichment denotes fairness, not necessarily equitable‑court relief)