Centro Nautico Representacoes Nauticas, LDA. v. International Marine Co-op, Ltd., CO-O

CourtCourt of Appeal of Florida (US)
Writing for the CourtFARMER
Citation719 So.2d 967
Parties23 Fla. L. Weekly D2321 CENTRO NAUTICO REPRESENTACOES NAUTICAS, LDA., a Portuguese Limited Partnership; and Caravelle Boats, Inc., a Georgia corporation, Appellants, v. INTERNATIONAL MARINE, a Florida Limited Partnership, Appellee.
Decision Date14 October 1998
Docket NumberNos. 97-0548,CO-O,LTD,96-3885

Page 967

719 So.2d 967
23 Fla. L. Weekly D2321
CENTRO NAUTICO REPRESENTACOES NAUTICAS, LDA., a Portuguese Limited Partnership; and Caravelle Boats, Inc., a Georgia corporation, Appellants,
v.
INTERNATIONAL MARINE CO-OP, LTD., a Florida Limited Partnership, Appellee.
Nos. 97-0548, 96-3885.
District Court of Appeal of Florida,
Fourth District.
Oct. 14, 1998.
Rehearing and Clarification
Denied Nov. 20, 1998.

Page 968

John Beranek of Ausley & McMullen, Tallahassee, and William F. Cobb and Patricia S. Sechan of Barnett & Barnard, P.A., Fort Lauderdale, for appellants.

Terrence P. O'Connor and Gus H. Carratt of Morgan, Carratt and O'Connor, P.A., Fort Lauderdale, for appellee.

FARMER, Judge.

In this multifaceted litigation between a manufacturer, a distributor, and a retailer of boats, the primary questions engaging our attention deal with future damages for breach of an oral contract between the manufacturer and distributor for the sale of boats, and claims for intentional interference with that oral contract and defamation by the retailer. Finding the critical issues sufficiently preserved, we reverse the breach of contract damage award against manufacturer and affirm the damages awards against retailer.

The oral contract between manufacturer and distributor had no specified duration. For two years manufacturer supplied boats under it to distributor. When manufacturer notified distributor that it was terminating the agreement, it agreed to fill any pending orders for a period of 30 days. No such orders were made, however, and the notice thus ended the relationship. The jury found that manufacturer had breached the agreement by virtue of the termination and the

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reasonability of notice thereof, and awarded damages calculated on past sales for a period of 5 to 7 years in the future.

We agree with manufacturer that no evidence or legal theory supports this award. UCC section 672.201 limits enforcement of oral contracts captured by the statute of frauds to only goods for which payment has been made or that have actually been received and accepted. 1 In this case, the evidence is clear that payment had been made for all boats received and accepted, and distributor did not seek compensation for any alleged nonconformity of those boats.

Distributor's theory of liability against manufacturer for terminating this oral contract without a specified duration was that in the fullness of time it had become a valuable business asset and that the termination deprived it of that asset. The first problem with this argument has to do with the applicable statutes of frauds. An oral contract to supply boats for an indeterminate period is captured by both the UCC statute of frauds barring enforcement of oral contracts for goods in excess of $500 2 and by the general statute of frauds barring enforcement of oral agreements not intended to be performed within the space of one year. 3 The evidence was that more than $500 worth of boats were involved and that the parties intended the oral agreement to last for 5 or 7 years or forever. Except for goods already sold, as we have just seen, such an unwritten agreement is unenforceable. Viscito v. Fred S. Carbon Co., 23 Fla. L. Weekly D2034, 717 So.2d 586 (Fla. 4th DCA 1998); Chong v. Milano, 623 So.2d 536 (Fla. 4th DCA 1993). Because the parties had long since passed the $500 and 1 year benchmarks, as a matter of law there was no right to reasonable notice of termination because the agreement was unenforceable beyond those two points.

Without an agreement in writing specifying a term and then an attempted unjustified termination before that term has elapsed, moreover, distributor has no valid claim for future damages in lost profits under an oral contract terminable at will. See Park Benziger & Co. v. Southern Wine & Spirits, 391 So.2d 681 (Fla.1980) (where no termination date existed for oral contract under which distributor had been exclusive distributor of whiskey for nearly eight years, contract was terminable at will by either party). It was error to let this part of the jury verdict stand.

We now proceed to distributor's claims against retailer. After distributor had entered into the oral contract with manufacturer, distributor then entered into a written contract with retailer who sold boats made by manufacturer to ultimate consumers in Europe. This written contract specified a duration of two years. During this period, there was an ongoing dispute about the prices charged to retailer by distributor, the contract being silent on the price. Nearly a month before the contract would have terminated by its own terms, retailer told distributor that it was terminating the arrangement. This happened at a boat show during a meeting between all three parties: manufacturer, distributor and retailer. In this conversation, retailer also said in the presence of manufacturer that "we no longer trust [distributor] and don't believe [that distributor] is an honest company." After this conversation, manufacturer terminated its own oral agreement with distributor.

Distributor sued retailer for breach, tortious interference, and defamation. All theories were submitted to the jury, which

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awarded damages for breach, damages for tortious interference, and damages for the defamation, including punitive damages. We affirm the judgment on the jury verdict as to these awards. 4

As to the tortious interference claim, retailer argues first that it was barred by the economic...

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3 practice notes
  • Reser's Fine Foods, Inc. v. Bob Evans Farms, Inc., Case No. 3:13-cv-00098 AA
    • United States
    • United States District Courts. 9th Circuit. United States District Court (Oregon)
    • July 13, 2016
    ...Konica Med. Corp., 135 F.3d 421, 428 (6th Cir. 1998); see also Centro Nautico Representacoes Nauticas, LDA v. Int'l Marine Co-op, Ltd., 719 So.2d 967, 969 (Fla. App. 1998), rev'd on other grounds, 761 So.2d 279 (Fla. 1999) (holding that an oral contract fell within the Statute of Frauds and......
  • Rgj Associates, Inc v. Stainsafe, Inc., No. CIV.A.01-10936-DPW.
    • United States
    • United States District Courts. 1st Circuit. United States District Courts. 1st Circuit. District of Massachusetts
    • January 21, 2004
    ...v. Aqua Vac Systems, Inc., 277 F.3d at 1320 (discussing Centro Nautico Representacoes Nauticas, LDA v. International Marine Co-op, Ltd., 719 So.2d 967 (Fla.Dist.Ct.App.1998), and noting that the lost profits sought by distributor in that case, five to seven years, "unquestionably exceeds th......
  • RGJ Associates, Inc. v. Stainsafe, Inc., Civil Action No. 01-10936-DPW (D. Mass. 1/21/2004), Civil Action No. 01-10936-DPW.
    • United States
    • United States District Courts. 1st Circuit. United States District Courts. 1st Circuit. District of Massachusetts
    • January 21, 2004
    ...v. Aqua Vac Systems, Inc., 277 F.3d at 1320 (discussing Centro Nautico Representacoes Nauticas, LDA v. International Marine CO-OP, Ltd., 719 So.2d 967 (Fla.Dist.Ct.App. 1998), and noting that the lost profits sought by distributor in that case, five to seven years, "unquestionably exceeds t......
3 cases
  • Reser's Fine Foods, Inc. v. Bob Evans Farms, Inc., Case No. 3:13-cv-00098 AA
    • United States
    • United States District Courts. 9th Circuit. United States District Court (Oregon)
    • July 13, 2016
    ...Konica Med. Corp., 135 F.3d 421, 428 (6th Cir. 1998); see also Centro Nautico Representacoes Nauticas, LDA v. Int'l Marine Co-op, Ltd., 719 So.2d 967, 969 (Fla. App. 1998), rev'd on other grounds, 761 So.2d 279 (Fla. 1999) (holding that an oral contract fell within the Statute of Frauds and......
  • Rgj Associates, Inc v. Stainsafe, Inc., No. CIV.A.01-10936-DPW.
    • United States
    • United States District Courts. 1st Circuit. United States District Courts. 1st Circuit. District of Massachusetts
    • January 21, 2004
    ...v. Aqua Vac Systems, Inc., 277 F.3d at 1320 (discussing Centro Nautico Representacoes Nauticas, LDA v. International Marine Co-op, Ltd., 719 So.2d 967 (Fla.Dist.Ct.App.1998), and noting that the lost profits sought by distributor in that case, five to seven years, "unquestionably exceeds th......
  • RGJ Associates, Inc. v. Stainsafe, Inc., Civil Action No. 01-10936-DPW (D. Mass. 1/21/2004), Civil Action No. 01-10936-DPW.
    • United States
    • United States District Courts. 1st Circuit. United States District Courts. 1st Circuit. District of Massachusetts
    • January 21, 2004
    ...v. Aqua Vac Systems, Inc., 277 F.3d at 1320 (discussing Centro Nautico Representacoes Nauticas, LDA v. International Marine CO-OP, Ltd., 719 So.2d 967 (Fla.Dist.Ct.App. 1998), and noting that the lost profits sought by distributor in that case, five to seven years, "unquestionably exceeds t......

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