857 F. Supp. 2d 1294
S.D. Fla.2012Background
- MWA sues Trinity Yachts for brokerage commissions on two Trinity yacht sales (158- and 186-foot yachts).
- MWA asserts breach of oral contract, breach of implied contract, quantum meruit, and unjust enrichment; Trinity moves for summary judgment on those claims.
- MWA alleges a 5% commission was agreed industry-wide, including the $150,000 already paid for the 158-foot sale, and that this fee should apply to both yachts.
- Trinity argues no definite price term was agreed; industry standards cannot substitute mutual assent for essential contract terms.
- The court granted summary judgment for Trinity on all breach/contract claims and held quantum meruit and unjust enrichment time-barred, moot on affirmative defenses.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Existence of an express oral contract | MWA contends 5% commission was agreed as default. | Trinity claims no definite price term was reached; industry standards not binding. | No express oral contract; no mutual assent on price; summary judgment for Trinity on Counts I and V. |
| Existence of an implied-in-fact contract for the 158-foot yacht | MWA asserts implied contract to pay 5% based on conduct and prior dealings. | No evidence of unequivocal agreement to 5% or mutual assent on essential term. | No implied-in-fact contract; summary judgment for Trinity on Count II. |
| Quantum meruit and unjust enrichment viability | MWA seeks recovery for benefits conferred through its services; argues benefit exists. | Benefits contested; need for timely filing; accrual issues pending. | Time-barred; summary judgment for Trinity on Counts III, IV, VI, VII. |
| accrual and application of delayed discovery to quasi-contract claims | MWA urged delayed discovery tolling. | Delayed discovery does not apply to unjust enrichment/quantum meruit per Monahan. | Delayed discovery does not apply; apply general accrual rule; accrual before 9/8/2006; time-barred. |
Key Cases Cited
- Vega v. T-Mobile USA Inc., 564 F.3d 1256 (11th Cir. 2009) (establishes contract elements in Florida breach actions)
- Winter Haven Citrus Growers Ass’n v. Campbell & Sons Fruit Co., 773 So.2d 96 (Fla. Dist. Ct. App. 2000) (essential terms required; price cannot be supplied by industry standards without mutual assent)
- St. Joe Corp. v. McIver, 875 So.2d 375 (Fla. 2004) (mutual assent on essential terms required; open terms invalid without agreement)
- Bornstein v. Somerson, 341 So.2d 1043 (Fla. 2d DCA 1977) (industry standards cannot substitute for contract price terms absent mutual assent)
- Barbara G. Banks, P.A. v. Thomas D. Lardin, P.A., 938 So.2d 571 (Fla. 4th DCA 2006) (restitution/quantum meruit accrual timing considerations)