The Real Estate Value Company, Inc. v. Carnival Corporation, ___ So. 3d ___, 37 Fla. L. Weekly D1461 (Fla. 3d DCA June 20, 2012)
The plaintiff entered into a contract to provide discount certificates on the defendant’s cruises in return for a marketing allowance. When the defendant subsequently entered into a discount program with AARP, the plaintiff demanded compensation for bookings by AARP members because the plaintiff was the procuring cause of the AARP discount program, and the defendant voluntarily provided the plaintiff with a marketing allowance for AARP bookings. After operating under this arrangement for eight years, the defendant terminated its relationship with the plaintiff because the plaintiff accused the defendant of underpaying the plaintiff for AARP bookings. The plaintiff sued the defendant for breach of contract, breach of fiduciary duty, and unjust enrichment, but the trial court entered summary judgment for the defendant, and the appellate court affirmed.
The contract between the parties referred solely to the plaintiff’s certificate program with the defendant, the AARP discount program did not incorporate the use of the plaintiff’s certificates, and the defendant’s contract with AARP did not classify AARP as part of the plaintiff’s certificate program or make any mention of the plaintiff. As a result, the appellate court held that the defendant did not breach its contract with the plaintiff because “the plain language on the face of the . . . Contract [did] not apply to the AARP discount programs.” The trial court did not abuse its discretion by excluding the testimony of the plaintiff’s expert that the parties entered into a “‘lead generation’ contract, which required [the defendant] to track and compensate [the plaintiff] for all bookings made by AARP members who inquired about the AARP discount programs, even if they ultimately booked a cruise using a different rate or program.” “Although [the plaintiff] may have identified AARP . . . [and an affiliate] as ideal entities for participation in [the defendant’s] discount program and then ‘brokered’ and/or ‘negotiated’ the terms of the AARP discount programs on behalf of [the defendant], and although [the defendant] admittedly paid [the plaintiff] a marketing allowance for bookings generated through the AARP discount programs for eight years, these facts do not call into question whether the language of the . . . Contract encompasse[d] the AARP discount programs, and thus [did] not give rise to a latent ambiguity in the . . . Contract. As a result, the plaintiff’s proferred parol evidence was inadmissible.
“An implied fiduciary relationship will lie when there is a degree of dependency on one side, and an undertaking on the other side to protect and/or benefit the dependent party.” In this case, the defendant “was not contractually obligated under the . . . Contract to track bookings generated through the AARP discount programs. Thus, it [could not] be said that an implied fiduciary duty arose under the . . . Contract or that [the defendant] undertook to protect [the plaintiff] with respect to the tracking of bookings generated under the AARP discount programs.” As a result, the defendant was entitled to judgment as a matter of law on the plaintiffs claim for breach of fiduciary duty.
“The record reflect[ed], and [the plaintiff] conceded, that for roughly eight years [the defendant] paid [the plaintiff] a sizeable marketing allowance for bookings made under the AARP discount programs. The payments ceased only after the termination of the business relationship. During this eight year period, [the plaintiff] accepted [the defendant’s] payments without objection. Because the record reflect[ed] that [the plaintiff] was adequately compensated for any benefit conferred on [the defendant], the trial court did not err in granting summary judgment as to [the plaintiff’s] unjust enrichment claim.”