302 F. Supp. 3d 1319
M.D. Fla.2016Background
- HRCC, a British Virgin Islands company, held a 2000 franchise from Hard Rock Limited to operate a Hard Rock Café in Nassau, Bahamas; HRCC sublicensed local operation and later operated through HRCC (Bahamas) Ltd. until 2014.
- Hard Rock Limited terminated the franchise in January 2014 for unpaid royalties; the Nassau restaurant continued until a liquidator was appointed March 31, 2014.
- Hard Rock (USA) (Florida corp.) provided management and administrative services to HRCC during the franchise relationship; HRCC alleges those services harmed the business and caused losses.
- HRCC sued Hard Rock (USA), and two executives (Dodds and Beacham), asserting: (Count I) violations of the Florida Deceptive and Unfair Trade Practices Act (FDUTPA) and (Count II) civil conspiracy to drive HRCC out of business.
- Defendants moved for summary judgment. The district court granted summary judgment on both counts because HRCC failed to prove the FDUTPA-required element of "actual damages" and the civil conspiracy claim was barred by the intracorporate conspiracy doctrine (personal-stake exception not shown).
- A remaining counterclaim by defendants seeking recognition of foreign (Jersey) judgments was left for parties to advise the court on next steps and for defendants to supply the judgments if they wish to pursue it.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether HRCC established "actual damages" under FDUTPA | HRCC contended defendants engaged in unfair/deceptive acts causing losses; intended to present expert damages testimony | HRCC produced no damage computation or expert disclosure; references to lost profits/expenses are not FDUTPA "actual damages" under controlling law | Summary judgment for defendants: HRCC failed to prove the required element of actual damages under FDUTPA |
| Whether Dodds and Beacham can be liable for civil conspiracy (multiplicity of actors) | HRCC alleged Dodds and Beacham conspired to harm HRCC and seize franchises; pointed to bonuses and emails showing animus | Defendants argued intracorporate conspiracy doctrine bars suit because alleged conspirators were corporate officers acting within scope of employment | Summary judgment for defendants: intracorporate conspiracy doctrine applies; no evidence Dodds/Beacham had an independent personal stake sufficient to avoid the doctrine |
| Whether the "personal stake" exception to intracorporate doctrine applies | HRCC asserted executives had bonus-earning potential tied to company performance and alleged personal animus shown in emails | Defendants argued compensation tied to corporate success is incidental and not an independent stake; alleged animus is insufficient | Held: personal stake exception does not apply; compensation/motive were not independent from corporate interest and animus alone is inadequate |
| Status of defendants' counterclaim to recognize Jersey judgments | N/A (procedural) | Defendants seek recognition under Florida's recognition statute and say Jersey judgments are dispositive | Court deferred resolution: requested defendants advise whether they will pursue it and provide copies of the Jersey judgments if so |
Key Cases Cited
- Celotex Corp. v. Catrett, 477 U.S. 317 (summary judgment standard and nonmoving party burden)
- Dem. Rep. Congo v. Air Capital Grp., LLC, [citation="614 F. App'x 460"] (actual damages measure under FDUTPA)
- Rollins, Inc. v. Heller, 454 So. 2d 580 (Fla. 3d DCA) (measure of actual damages for deceptive-practices claims)
- United Techs. Corp. v. Mazer, 556 F.3d 1260 (elements of civil conspiracy under Florida law)
- Oksanen v. Page Mem'l Hosp., 945 F.2d 696 (Fourth Circuit guidance cautioning narrow application of personal-stake exception)
- Hartman v. Bd. of Trs. of Cmty. Coll. Dist. No. 508, 4 F.3d 465 (personal stake exception requires sole personal benefit)