Marriott International, Inc. v. American Bridge Bahamas, Ltd.
193 So. 3d 902
| Fla. Dist. Ct. App. | 2015Background
- Marriott formed RCRI (a Bahamian corporation) in 2005 to develop a Rose Island resort; GenLB (Lehman/Gencom) later bought 75% of RCRI and Marriott retained 25%.
- RCRI contracted with American Bridge to build a marina; RCRI ran short of funds in 2008 after Lehman’s collapse and stopped paying; shareholders had earlier made interim loans.
- American Bridge obtained a default judgment against RCRI in the Bahamas and then sued in Florida to enforce that judgment and to recover for fraudulent inducement and conspiracy against Marriott and others.
- A jury found (1) no piercing of RCRI’s corporate veil, (2) a joint venture existed making Marriott liable for the Bahamian judgment, (3) Marriott fraudulently induced American Bridge to contract, and (4) Marriott conspired post-contract to misrepresent funding; punitive damages were awarded for fraudulent inducement.
- On appeal the Florida court reversed the enforcement of the Bahamian judgment (joint venture theory), reversed the fraudulent-inducement verdict, and reversed the conspiracy verdict as it was based on an unpled post-contract theory; costs were also reversed.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Enforce Bahamian judgment against Marriott via joint venture/agency | Marriott and Gencom formed a joint venture and RCRI was its agent, so Marriott is liable for RCRI’s judgment | No evidence of the required joint-venture elements (especially joint control/right to bind) | Reversed: no joint venture — plaintiff failed to prove joint control; enforcement on that theory fails |
| Fraudulent inducement to contract | Marriott made or is liable for false financing assurances (lender letter) or had duty to disclose RCRI’s lack of funds | Lender letter was RCRI’s; absent joint-venture vicarious liability Marriott did not make the statements and owed no duty to disclose | Reversed: plaintiff produced no evidence Marriott made the statements or had a duty to disclose |
| Conspiracy to fraudulently misrepresent post-contract funding | Marriott conspired with others to mislead American Bridge about funding during performance | That post-contract conspiracy theory was not pled; admission of that theory at trial was objected to | Reversed: conspiracy claim as to post-contract misrepresentations was unpled and cannot support recovery |
Key Cases Cited
- Florida Tomato Packers, Inc. v. Wilson, 296 So.2d 536 (joint-venture elements required)
- Kislak v. Kreedian, 95 So.2d 510 (joint control/right to bind other adventurers)
- Deal Farms, Inc. v. Farm & Ranch Supply, Inc., 382 So.2d 888 (mutual agency and binding authority among joint adventurers)
- TransPetrol, Ltd. v. Radulovic, 764 So.2d 878 (duty to disclose required for fraud by nondisclosure)
- Arky, Freed, Stearns, Watson, Greer, Weaver & Harris, P.A. v. Bowmar Instrument Corp., 537 So.2d 561 (pleading requirement for conspiracy based on an underlying wrong)
- Iden v. Kasden, 609 So.2d 54 (written contract controls where alleged inducement concerns contractual subject matter)