3:25-cv-00018
N.D. Fla.Jul 18, 2025Background
- Meraki Installers LLC (Meraki) filed suit against New East Solar Energy (America) Inc. (NE Solar) to recover alleged overpayments for solar panel orders that were not fulfilled.
- NE Solar manufactures and sells solar panels, and Meraki installs them; the dispute centers on several purchase orders from November 2021 to October 2022.
- Meraki alleges it overpaid NE Solar by more than $267,000 for undelivered panels and sought damages including civil theft, conversion, and unjust enrichment.
- NE Solar counterclaimed, alleging Meraki breached a contract by failing to take delivery and pay for 13,702 solar modules remaining on a 20,150 module order.
- NE Solar seeks damages for breach of contract or, in the alternative, under promissory estoppel, as well as attorney's fees under Fla. Stat. § 772.11.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Sufficiency of Breach of Contract Pleading | No signed contract or essential terms absent | Written/e-mail record and course of dealing | NE Solar’s breach of contract claim is plausible and survives dismissal |
| Sufficiency of Promissory Estoppel Pleading | No specific promise or injustice alleged | Clear promise and detrimental reliance | Sufficiently pled definite promise and reliance; survives dismissal |
| Separate Cause of Action for Attorney’s Fees | May be pled as separate claim | Florida law does not permit as independent | Dismissed Count III – attorney’s fees should not be a stand-alone claim |
| Application of Statute of Frauds/UCC | Statute of Frauds bars oral/unexecuted deal | Writing, partial performance, merchant rule | Writing and merchant exception plausibly alleged, does not bar the contract |
Key Cases Cited
- Ashcroft v. Iqbal, 556 U.S. 662 (2009) (plausibility standard for pleadings)
- Bell Atl. Corp. v. Twombly, 550 U.S. 544 (2007) (pleadings must raise a right to relief above speculation)
- Erie R. Co. v. Tompkins, 304 U.S. 64 (1938) (state law governs state law claims in diversity)
- Vega v. T-Mobile USA, Inc., 564 F.3d 1256 (11th Cir. 2009) (elements of breach of contract under Florida law)
- Tanenbaum v. Biscayne Osteopathic Hosp., Inc., 190 So. 2d 777 (Fla. 1966) (purpose of Statute of Frauds in contract cases)
- Off. Pavilion S. Fla., Inc. v. ASAL Prods., Inc., 849 So. 2d 367 (Fla. 4th DCA 2003) (necessity of quantity term under UCC Statute of Frauds)
- Green v. Sun Harbor Homeowners’ Ass’n, Inc., 730 So. 2d 1261 (Fla. 1998) (counterclaims as pleadings for attorney’s fees)