Merle Wood & Assocs., Inc. v. Trinity Yachts, LLC
Decision Date | 09 March 2012 |
Docket Number | CASE NO. 10-61997-CIV-HUCK/BANDSTRA |
Court | U.S. District Court — Southern District of Florida |
Parties | MERLE WOOD & ASSOCIATES, INC., Plaintiff, v. TRINITY YACHTS, LLC, Defendant. |
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 Trinity has withdrawn its first, sixth, seventh, and tenth affirmative defenses.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.
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%).
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 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: 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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