92 So. 3d 255
Fla. Dist. Ct. App.2012Background
- TRIP$ appeals a final summary judgment in Carnival in which all counts were adjudged in Carnival's favor; the appellate court affirms.
- The 1995 TRIP$-Carnival Contract authorized TRIP$ to offer discount certificates; Carnival would track bookings and pay an Association Marketing/marketing allowance.
- AARP discount programs (1996, 2001) existed separately from the TRIP$ program and were not addressed by the TRIP$-Carnival Contract; TRIP$ claimed entitlement to bookings from those programs.
- From 1996–March 2004 Carnival paid TRIP$ a marketing allowance for AARP bookings and TRIP$ asserted it brokered or helped negotiate the AARP programs; efforts to formalize a contract continued.
- In 2004 TRIP$ alleged additional entitlement for bookings generated by AARP inquiries and TRIP$ claimed breach of contract, fiduciary duty, and unjust enrichment; Carnival terminated payments and suit ensued.
- The trial court granted summary judgment, rejecting extrinsic evidence and holding the TRIP$-Carnival Contract unambiguous and non-applicable to AARP; the issues on appeal concern contract scope, fiduciary duties, expert testimony, and unjust enrichment.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the TRIP$-Carnival Contract applies to the AARP programs | TRIP$ argues the contract covers all bookings generated through AARP. | Carnival argues the contract is unambiguous and limited to TRIP$ certificates. | Unambiguous; contract does not cover AARP bookings. |
| Whether TRIP$ has a fiduciary duty claim | TRIP$ contends implied fiduciary duties arose from control over tracking. | Carnival contends no fiduciary duty unless an express/implicit relationship existed under the contract. | No fiduciary duty; claim fails as a matter of law. |
| Whether excluding McLeod’s expert testimony was error | TRIP$ relied on extrinsic evidence to interpret contract terms. | Contract is unambiguous; extrinsic evidence barred. | No error; expert testimony properly excluded. |
| Whether TRIP$ can pursue unjust enrichment despite an express contract | TRIP$ seeks recovery for benefits conferred under the AARP programs. | Because the contract is applicable or adequate remedy exists, unjust enrichment may be barred; yet here, contract does not govern AARP. | No genuine issue; unjust enrichment fails due to adequate consideration and absence of overlap with contract. |
Key Cases Cited
- Pan Am. W., Ltd. v. Cardinal Commercial Dev., LLC, 50 So.3d 68 (Fla. 3d DCA 2010) (ambiguity standards; contract interpretation and extrinsic evidence)
- Lee v. Montgomery, 624 So.2d 850 (Fla. 1st DCA 1993) (ambiguity and extrinsic evidence limits)
- Pr ime Homes, Inc. v. Pine Lake, LLC, 84 So.3d 1147 (Fla. 4th DCA 2012) (interpretation when contract is ambiguous; extrinsic evidence validity)
- Kovtan v. Frederiksen, 449 So.2d 1 (Fla. 2d DCA 1984) (law won't imply contract where express contract exists)
- Bowleg v. Bowe, 502 So.2d 71 (Fla. 3d DCA 1987) (equitable unjust enrichment requires no adequate legal remedy when contract governs)
- Crusselle v. Mong, 59 So.3d 1178 (Fla. 5th DCA 2011) (implied fiduciary duties where dependency and undertaking exist)
- N.G.L. Travel Assocs. v. Celebrity Cruises, Inc., 764 So.2d 672 (Fla. 3d DCA 2000) (unjust enrichment requires lack of adequate consideration)
- Am. Safety Ins. Serv., Inc. v. Griggs, 959 So.2d 322 (Fla. 5th DCA 2007) (unjust enrichment requires absence of adequate legal remedy)