Herman v. Seaworld Parks & Entm't, Inc.
| Decision Date | 17 April 2017 |
| Docket Number | Case No: 8:14-cv-3028-T-35JSS |
| Court | U.S. District Court — Middle District of Florida |
| Parties | JASON HERMAN, JOEY KRATT, and CHRISTINA LANCASTER, as individuals and on behalf of those similarly situated, Plaintiffs, v. SEAWORLD PARKS & ENTERTAINMENT, INC., Defendant. |
THIS CAUSE comes before the Court for consideration of (1) Plaintiffs' Motion for Summary Judgment as to Liability (Dkt. 123), Defendant SeaWorld Parks & Entertainment, Inc.'s response in opposition (Dkt. 126), and Plaintiffs' reply (Dkt. 128); (2) SeaWorld's Motion for Partial Summary Judgment on the Breach of Contract Claim (Dkt. 124), Plaintiffs' response in opposition (Dkt. 125), and SeaWorld's reply (Dkt. 127); and (3) the parties' Stipulation of Undisputed Facts (Dkt. 122). Upon consideration of all relevant filings, case law, and being otherwise fully advised, the Court GRANTS Plaintiffs' motion for summary judgment and DENIES SeaWorld's motion for partial summary judgment.
The relevant facts are fully set forth in the Court's March 10, 2017, Order granting Plaintiffs' motion for class certification. (Dkt. 135) In brief, Plaintiffs purchased annual passes to theme parks owned by SeaWorld through SeaWorld's "EZ Pay" system, which allowed consumers to pay for an annual pass over twelve installments in essentially eleven months. This action arises out of SeaWorld's renewal of the EZ Pay passes, which is governed by the following provision in the EZ Pay contract:
EXCEPT FOR ANY PASSES PAID IN LESS THAN 12 MONTHS, THIS CONTRACT WILL RENEW AUTOMATICALLY ON A MONTH-TO-MONTH BASIS FOLLOWING THE PAYMENT PERIOD until I terminate it.
(Dkt. 93-4) Because the first and second installments under the EZ Pay contract were paid within a single month's time and the remaining ten installments were paid in the ensuing ten months, all passes were "paid in less than 12 months." Plaintiffs have sued SeaWorld because, contrary to the language of its contract, SeaWorld systemically renewed passes that were "paid in less than 12 months" without the subsequent approval of the Plaintiffs.
Specifically, in the Second Amended Complaint, Plaintiffs allege claims against SeaWorld for breach of contract (Count I), and for violation of the Electronic Funds Transfer Act, 15 U.S.C. § 1693e(a) (Count II). (Dkt. 72) SeaWorld moves for summary judgment on the breach-of-contract claim only. Plaintiffs move for summary judgment on the issue of liability for both claims.
Summary judgment is appropriate when the movant can show that there is no genuine issue of material fact and that the movant is entitled to judgment as a matter of law. Fennell v. Gilstrap, 559 F.3d 1212, 1216 (11th Cir. 2009). Which facts are material depends on the substantive law applicable to the case. Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248 (1986). The moving party bears the burden of showing that nogenuine issue of material fact exists. Clark v. Coats & Clark, Inc., 929 F.2d 604, 608 (11th Cir. 1991).
Evidence viewed "in the light most favorable to the non-moving party." Fennell, 559 F.3d at 1216. A moving party discharges its burden on a motion for summary judgment by showing or pointing out to the Court "that there is an absence of evidence to support the non-moving party's case." Denney v. City of Albany, 247 F.3d 1172, 1181 (11th Cir. 2001) (internal quotation marks omitted).
When a moving party has discharged its burden, the non-moving party must designate specific facts that demonstrate there is a genuine issue for trial. Porter v. Ray, 461 F.3d 1315, 1320 (11th Cir. 2006). The party opposing a motion for summary judgment must rely on more than conclusory statements or allegations unsupported by facts. Evers v. Gen. Motors Corp., 770 F.2d 984, 986 (11th Cir. 1985). "If a party fails to properly support an assertion of fact or fails to properly address another party's assertion of fact . . . the court may grant summary judgment if the motion and supporting materials . . . show that the movant is entitled to it." Fed. R. Civ. P. 56(e).
As defined in the March 10, 2017, Order, the breach-of-contract sub-class includes residents of Florida, Texas, Virginia, and California, the four states in which SeaWorld operates theme parks. (Dkt. 135 at 49-50). As a result, the parties agree that Plaintiffs' breach-of-contract claim is governed by the laws of Florida, Texas, Virginia, and California.1 In each state, the elements of a breach-of-contract claim include: (1) a validcontract, (2) a breach, and (3) damages. Richman v. Hartley, 169 Cal. Rptr. 3d 475, 478 (Cal. Ct. App. 2014); Havens v. Coast Fla., P.A., 117 So. 3d 1179, 1181 (Fla. 2d DCA 2013); Hussong v. Schwan's Sales Enters., Inc., 896 S.W.2d 320, 326 (Tex. Ct. App. 1995); Filak v. George, 594 S.E.2d 610, 614 (Va. 2004).
SeaWorld argues that if it lacked authority to renew an EZ Pay pass paid in less than twelve months, then the EZ Pay contract expired by the time SeaWorld began collecting unauthorized monthly payments. SeaWorld thus maintains that Plaintiffs are unable to establish the threshold element of their claim: the existence of a valid contract.
In response, Plaintiffs argue that SeaWorld breached the EZ Pay contract while it was still in existence by failing to ensure that the contract was properly terminated. Alternatively, Plaintiffs contend that SeaWorld breached the EZ Pay contract by collecting unauthorized payments after the contract expired. Plaintiffs also assert that SeaWorld should be judicially-estopped from raising this argument because SeaWorld previously insisted, when seeking dismissal of Plaintiffs' unjust-enrichment claim, that SeaWorld's unauthorized conduct could only be characterized as a contractual breach.
For the reasons explained below, the Court holds that Plaintiffs establish a breach of the EZ Pay contract based on SeaWorld's unauthorized renewal during the contract period, and based on SeaWorld's unauthorized charges after the contract expired. The Court therefore declines to address Plaintiffs' judicial-estoppel argument.
The EZ Pay contract does not specify a termination date. (Dkt. 93-4) In Florida, "in the absence of an express provision as to duration in a contract, the intention of the parties with respect to duration and termination is to be determined from the surrounding circumstances and by application of a reasonable construction of the agreement as a whole." Sound City, Inc. v. Kessler, 316 So. 2d 315, 318 (Fla. 1st DCA 1975). Similarly, under California law, a court examines the totality of the circumstances, including whether "the obligations of the contract were impliedly conditioned as to duration upon the occurrence or nonoccurrence of some event or situation." Consol. Theatres, Inc. v. Theatrical Stage Emp. Union, Local 16, 447 P.2d 325, 333 (1968). Case law from Texas and Virginia is in accord. Fred Loya Ins. Agency, Inc. v. Cohen, 446 S.W.3d 913, 924 (Tex. Ct. App. 2014); Johnston v. William E. Wood & Assocs., Inc., 787 S.E.2d 103, 104 (Va. 2016).
Under the terms of the EZ Pay contract, Plaintiffs purchased a "1 Year" annual pass, and Plaintiffs paid SeaWorld in twelve installments. (Dkt. 93-4) Based on the totality of the circumstances, the Court holds that the EZ Pay contract endured for one year, absent a renewal or cancellation. Both sides tacitly agree on that construction. (E.g., Dkt. 125 at 6, Dkt. 126 at 21)
Plaintiffs allege that SeaWorld breached the renewal provision, which states:
EXCEPT FOR ANY PASSES PAID IN LESS THAN 12 MONTHS, THIS CONTRACT WILL RENEW AUTOMATICALLY ON A MONTH-TO-MONTH BASIS FOLLOWING THE PAYMENT PERIOD until I terminate it.
SeaWorld suggests that Plaintiffs' "renewal-as-breach" theory was not adequately pleaded in the Second Amended Complaint. SeaWorld is correct that within the body of Count I, Plaintiffs alleged that SeaWorld breached the EZ Pay contract by "continuing to charge Plaintiffs." (Dkt. 72 at ¶¶ 7-75) However, Count I also incorporated the preceding paragraphs by reference. (Id. at ¶ 69) In Paragraph 13, Plaintiffs alleged that SeaWorld "is not permitted to automatically renew accounts that are paid in less than twelve months" and in Paragraph 60, Plaintiffs alleged that SeaWorld "did not possess the contractual right to renew the contract and/or charge any additional amount after the pass was paid in full." Accordingly, the Second Amended Complaint gives SeaWorld ample notice of the basis for Plaintiffs' contract claim.
SeaWorld next argues that Plaintiffs fail to identify any record evidence to establish that a renewal actually took place during the one-year term. In response, Plaintiffs correctly observe that SeaWorld's installment plan requires a final payment by the first day of the twelfth month, at which point the EZ Pay pass is "paid." (Dkt. 123-3 at 2-3) Plaintiffs persuasively argue that under the terms of the renewal provision, SeaWorld was required to ensure by that date, or at the latest, by the final day of the twelfth month, that the EZ Pay contract did not renew. However, Brad Matzinger, a SeaWorld representative, testified that an annual EZ Pay pass would renew unless a consumer accelerated her payment schedule. (Dkt. 125-1 at 5) Michelle Scott, another SeaWorld representative, similarly testified that an EZ Pay pass for a given year may expire but "that does not remove someone from the program." (Dkt. 93-1 at 13)
Based on this evidence, Plaintiffs demonstrate that SeaWorld breached the EZ Pay contract during the one-year contract term by failing to ensure that the contract didnot renew once the passes were "paid." SeaWorld identifies no record evidence to create a genuine factual dispute on this issue.
Instead, SeaWorld raises two legal arguments, neither of which supports a different...
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