846 F. Supp. 2d 1327
S.D. Fla.2012Background
- Wyndham Vacation Resorts, Inc. advertises, sells, and manages Florida timeshares; FairShare Vacation Owners Association is the trustee for Wyndham's timeshare owners.
- Plaintiffs allege six claims: equitable relief, breach of fiduciary duty (FairShare and Wyndham), FDUTPA, breach of contract, and fraud.
- The sale is a bundled, multi‑transaction arrangement (fractional real estate, transfer to Wyndham‑controlled trust, transfer of points, Wyndham‑controlled managers and fees, maintenance fees, and ROFR waiver).
- Plaintiffs claim the bundled structure and misrepresentations were deceptive and financially onerous.
- After closing, Defendants collect fees and costs plaintiffs allege are excessive and unjustly enrich Defendants.
- The court granted Defendants’ Rule 12(b)(6) motion in part, with leave to replead consistent with its Order.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Breach of contract claim viability | Plaintiffs plead contract breaches and covenant in good faith. | Defendants argue lack of attached contracts and lack of specific provisions. | Count V dismissed with leave to replead |
| Fraud claim sufficiency under Rule 9(b) | Plaintiffs contend relaxed 9(b) standards apply to corporate disclosures. | Plaintiffs fail to plead statements, times, places, or recipients with specificity. | Count VI dismissed with leave to replead the required specifics |
| FDUTPA claim pleading standards | FDUTPA claim based on fraud should survive without 9(b) strictness. | FDUTPA claim must meet Rule 9(b) specificity like fraud claims. | Count IV dismissed with leave to replead |
| Equitable relief claims | Declaratory and injunctive relief arise from alleged FDUTPA and contract issues. | No clear legal basis specified in Amended Complaint; remedies inadequate. | Count I dismissed with leave to replead; injunctive relief dismissed for lack of basis |
| Fiduciary duty claims | Breach of fiduciary duty arising from non‑contractual duties. | Economic loss rule and unclear basis for fiduciary duties. | Counts II and III dismissed with leave to replead; contract-based breaches dismissed with prejudice |
Key Cases Cited
- FindWhat Investor Group v. FindWhat.com, 658 F.3d 1282 (11th Cir.2011) (9(b) standards for fraud pleadings; specificity required)
- Brooks v. Blue Cross & Blue Shield of Florida, Inc., 116 F.3d 1364 (11th Cir.1997) (when alleging omissions, timelines, and misrepresentations; specificity needed)
- Twombly v. Bell Atlantic Corp., 550 U.S. 544 (U.S. 2007) (plausibility standard for pleading after 12(b)(6))
- Ashcroft v. Iqbal, 556 U.S. 662 (U.S. 2009) (heightened plausibility standard for pleading after 12(b)(6))
- Llado-Carreno v. Guidant Corp., 2011 WL 705403 (S.D.Fla.2011) (conflicting authority on FDUTPA pleading; not included due to WL citation)
- Publix Super Mkts., Inc. v. Wilder Corp. of Delaware, 876 So.2d 652 (Fla.2d DCA 2004) (circumstances where good faith matters in contract performance)