Merle Wood & Assocs., Inc. v. Trinity Yachts, LLC

Decision Date09 March 2012
Docket NumberCASE NO. 10-61997-CIV-HUCK/BANDSTRA
CourtU.S. District Court — Southern District of Florida
PartiesMERLE WOOD & ASSOCIATES, INC., Plaintiff, v. TRINITY YACHTS, LLC, Defendant.
ORDER ON CROSS-MOTIONS FOR SUMMARY JUDGMENT

This matter is before the Court on the parties' cross-motions for summary judgment. Defendant Trinity Yachts LLC ("Defendant" or "Trinity") seeks summary judgment in its favor with respect to each of Plaintiff Merle Wood and Associates, Inc.'s ("Plaintiff" or "MWA") claims set forth in MWA's Second Amended Complaint (see D.E. #42): breach of oral contract, breach of implied contract, quantum meruit and unjust enrichment. See D.E. #105 and 141. MWA seeks summary judgment in its favor with respect to six of Trinity's eleven affirmative defenses set forth in Trinity's Answer and Affirmative Defenses to Second Amended Complaint (see D.E. #43): statute of limitations (second), statute of frauds (third), laches (fourth), estoppel (fifth), breach of contract (ninth) and setoff (eleventh). See D.E. #146. Trinity has withdrawn its first, sixth, seventh, and tenth affirmative defenses. See id. at ¶5. MWA is not moving for summary judgment on Trinity's eighth affirmative defense concerning accord and satisfaction. Id. Each party has filed its respective response and reply, including one supplemental brief required by this Court (see D.E. #149), and the cross-motions are thus ripe for adjudication. See D.E. #122, 130, 150, 153, 156 and 157. The Court held oral argument on discrete issues in this matter on February 28, 2012. For the reasons set forth below, the Court GRANTS Trinity summary judgment with respect to each of MWA's claims for breach of oral contract, breach of implied contract, quantum meruit and unjust enrichment and DENIES AS MOOT each of MWA's requests for summary judgment relating to Trinity's affirmative defenses.

I. Background1

MWA, a Florida corporation engaged in the listing and sale of yachts, initially filed this action against Trinity, a Louisiana limited liability company engaged in the business of yacht manufacturing and sales, on September 8, 2010 in Florida State Court. See D.E. #1. Trinity removed the action to this Court on October 18, 2010 (see id.) and MWA subsequently filed an amended complaint on December 6, 2010 (see D.E. #11). After this Court granted in part and denied in part Trinity's Motion to Dismiss the amended complaint without prejudice (see Merle Wood & Assocs. v. Trinity Yachts, LLC, 2011 U.S. Dist. LEXIS 22281 (S.D. Fla. Mar. 7, 2011)), MWA subsequently filed its Second Amended Complaint. MWA alleges several alternative causes of action: breach of oral contract (Counts I and V), breach of implied contract (Count II), quantum meruit (Counts III and VI), and unjust enrichment (Counts IV and VII).

MWA is seeking to recover from Trinity brokerage commissions MWA is allegedly owed in connection with Trinity's sale of two yachts to Douglas Von Allmen.2 While it is undisputed that Trinity paid MWA $150,000 in connection with the 158-foot yacht (see D.E. #123 ¶32 and D.E. #132 ¶25), MWA alleges that this payment only represents a portion of the commission owed on the 158-foot yacht. See D.E. #42, Compl. ¶¶21-22. MWA also alleges that a full commission is owed for the subsequent sale of the 186-foot yacht. Id. at ¶52. MWA alleges breach of contract claims and alternatively quantum meruit and unjust enrichment claims with respect to both yachts premised on alternative reasons. MWA claims it is entitled to a 5% commission because it introduced Von Allmen to Trinity for business purposes, rather than social purposes, and that Trinity contracted to pay MWA such commission, which included the $150,000 noted above, if Von Allmen actually purchased Trinity yachts. Alternatively, if no contract is found, MWA claims that the sales resulting from the business introduction of VonAllmen to Trinity would entitle MWA to recover the reasonable value of such benefit, which MWA alleges is the industry standard commission of five percent (5%).

The first pertinent legal dispute regarding MWA's introduction of Von Allmen to Trinity turns on whether an introduction for business purposes can be distinguished from an introduction for social purposes. Neither party disputes that Von Allmen was acquainted with Trinity's principals, Felix Sabates and John Dane, before MWA's alleged introduction through its principal Merle Wood. See D.E. #122. According to the Affidavit of Von Allmen, he first met Felix Sabates, one of the principal owners of Trinity, in 1997 at the Boys and Girls Club Rendezvous at the Cat Cay Club in the Bahamas. See D.E. #105-3 ¶2. Prior to meeting Wood, Von Allmen claims that Sabates walked him through a Trinity yacht, the Bellini, owned by John Porter. Id. at ¶3. John Dane, the President and CEO of Trinity, also testified that he and Von Allmen had been on the Bellini in 1999 and that Von Allmen again saw the Bellini in June of 2000. Subsequently, Wood showed the Bellini to Von Allmen as his yacht broker. See Deposition of John Dane, p. 20 In. 23 - p. 22 In. 20, D.E. # 105-12. Von Allmen testified that his subsequent purchase of the Bellini from Porter in June 2001 with Wood's assistance was the first and only time that he used Wood's services. See D.E. #105-3, Affidavit of Von Allmen, ¶4. With respect to Von Allmen's later purchase of the 158-foot yacht, Von Allmen testified that

Mr. Wood was not involved in my purchase of the new '157 Trinity Yacht referenced in Mr. Wood's complaint. I dealt solely with Mr. Sabates and another Trinity agent, Mr. John Dane, in the purchase of the 157' Trinity, with no suggestions, presentation, introduction, or coaching from Mr. Wood or any of his associates. Id.

With respect to the 186-foot yacht, Von Allmen testified that

I am in the process of building a 187' yacht with Trinity. This construction and purchase was done without any input, solicitation, suggestion or encouragement from Merle Wood. Id. at ¶6.

While Wood does not claim to have initially introduced Von Allmen to Trinity for social purposes, Wood maintains that he introduced them for business purposes "as a buyer of new yachts." See D.E. #122 p. 2. Wood testified in a deposition that

I introduced the Von Allmens to the Trinity product and the Trinity opportunity that resulted in them actually going and buying one [the pre-owned Bellini] and building two [the 158-foot and 186-foot yachts]. Felix [Sabates] met the Von Allmens, I don't knowwhat he did to try to sell them . . . . But it didn't work because the man that I met on that dock [Von Allmen] said I have no interest in buying a Trinity and I have no interest in building a Trinity . . . And I turned that around. So I introduced to Trinity a Doug Von Allmen who was now a buyer of Trinities. . . I introduced him as a buyer of a preowned [the Bellini] and a new [the 158-foot yacht]. Which is why they agreed to pay me. Deposition of Merle Wood, pg/In 214/13-215/15, D.E. #124-1.

MWA's alleged introduction of Von Allmen "to the Trinity product" appears to have occurred in 2001 in connection with Porter's sale of the Bellini to Von Allmen. Although MWA alleges in its Second Amended Complaint that its introduction to Trinity occurred "[i]n or about 2004" (see id. at ¶35), MWA appears to adopt "2001" as the undisputed date of the introduction.3 See D.E. #122 p. 1.

The second pertinent legal dispute regards whether, upon Von Allmen actually purchasing a Trinity yacht, Trinity agreed to pay MWA a 5% commission, which included the the $150,000 noted above. This dispute turns on whether a definite fee or percentage-based commission had been agreed between MWA and Trinity. MWA alleges that "Trinity has refused and continues to refuse to pay MWA the commission as agreed upon" and suggests that the agreement was 5% by alleging "MWA is entitled to be paid the industry standard commission of five percent (5%)" (see D.E. #42, Compl. ¶¶22, 52). MWA claims that "Defendant overlooks Mr. Wood's clear, unequivocal testimony that a fee of 5% had been agreed between him and Mr. Sabates as that is the industry standard fee payable to a broker for assisting a shipyard sell a new build yacht, unless a broker voluntarily agrees with the shipyard to a reduction." D.E. #122 p. 3 citing Deposition of Merle Wood, pg/In 281/2-281/11, D.E.#124-1 ("I had an agreement with Felix Sabates that I was going to be paid a 5 percent commission should they sign a contract to build a Trinity").

Trinity, on the other hand, claims that "no agreement to pay 5% was ever reached." D.E. #105 p. 2. Trinity first cites a December 3, 2003 email from Peter Croke, an MWA employee, to Sabates, where Croke asked Sabates whether the 158-foot yacht deal was "a 5% deal and if so how will this one be paid if you are getting paid on delivery." Id. at p. 3 citing D.E. #105-7. That same day Sabates replied "no" and stated that the 158-foot yacht deal would be "referral fee" as "MWA had nothing to do with" the sale. Id. Next, Trinity cites a December 25, 2003 fax from Croke to Sabates referencing the same deal where Croke noted that "Merle understands that it is not a normal commission, but he is interested to know what percentage is included." Id. citing D.E. #105-8. Wood testified that "[n]ormal would be 5. And [they] were prepared to be open to discussing less." See D.E. #122 citing Deposition of Merle Wood pg/In 259/3 - 260/18, D.E. #124-1. )." On March 22, 2004, Wood wrote a letter to Sabates, saying, among other things: "Imagine our surprise and disappointment when you dodged the issue and further to hear from John Dane that you had suggested less than 1% -- i.e., $150,000 for MW&A. I can understand now why you didn't want to tell Peter how much." D.E. #124-4.

Trinity next cites Wood's testimony to show that no specific amount was agreed and that the negotiations were never concluded. Wood was asked "[d]id you have an agreement on a specific amount that . . . Trinity was...

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