Jack R. Reiter and Sydney M. Feldman of GrayRobinson, P.A., Miami, and Bard D. Rockenbach of Burlington & Rockenbach, P.A., West Palm Beach, for appellant/cross-appellee. Philip D. Parrish of Philip D. Parrish, P.A., Miami, and Robert W. Blanck and Jonathan S. Cooper of Blanck & Cooper, PA, Miami, for appellee/cross-appellant.
Not final until disposition of timely filed motion for rehearing.
Consolidated appeals and cross-appeal from the Circuit Court for the Seventeenth Judicial Circuit, Broward County; Mily Rodriguez Powell, Judge; L.T. Case No. CACE18-001636.
Jack R. Reiter and Sydney M. Feldman of GrayRobinson, P.A., Miami, and Bard D. Rockenbach of Burlington & Rockenbach, P.A., West Palm Beach, for appellant/cross-appellee.
Philip D. Parrish of Philip D. Parrish, P.A., Miami, and Robert W. Blanck and Jonathan S. Cooper of Blanck & Cooper, PA, Miami, for appellee/cross-appellant.
Chiquita Fresh North America, LLC ("Chiquita") appeals a jury verdict awarding plaintiff/appellee Port Everglades Terminal, LLC ("PET") $5,000,000 in damages for unjust enrichment. We reverse because the evidence at trial did not demonstrate that PET conferred a direct benefit upon Chiquita, a necessary element of a cause of action for unjust enrichment.
Chiquita imports and sells fresh produce throughout the United States and Canada. Chiquita's produce is transported by vessels in refrigerated containers and unloaded at five different ports - one being Port Everglades, owned by Broward County.
PET is a "terminal services provider" operating at Port Everglades. PET provides services, which includes unloading cargo from ships (referred to as "stevedoring") when they arrive at a port terminal. PET is majority owned by Mediterranean Shipping Company ("MSC").
The Evidence at Trial
From roughly 2003 to 2013, Chiquita leased approximately 13.1 acres at Port Everglades to unload its cargo, conduct inspections required by the United States Department of Agriculture, and store its cargo before release to customers. In 2008, PET began providing unloading services to Chiquita to "unload and load containers to and from [Chiquita's] vessels," which included "all the labor and equipment needed in order to accomplish that task." This continued until 2014. The parties did not have a written contract but operated under a rate sheet containing "a menu set of the different activities that  needed [to be] performed with what the costs of those activities would be." This was customary, and Chiquita paid the rates without dispute.
Up until 2014, Chiquita transported its cargo on vessels through its affiliate shipping line, Great White Fleet Liner ("Great White Fleet"). In 2014, because the leases on Great White Fleet's vessels were expiring, Great White Fleet entered into a vessel-sharing agreement with MSC whereby Chiquita's cargo would be transported along with other cargo on MSC's vessels. The vessel-sharing agreement provided for an eight-year term but allowed for early termination "upon mutual agreement of the parties."
PET was not a party to this agreement. Nor did the agreement mention PET.
MSC leased a terminal at Port Everglades and designated PET to provide services to vessels arriving there (the "PET terminal"). While MSC remained PET's largest customer, PET also provided services to other shipping lines. Under the vessel-sharing agreement, Chiquita's cargo on MSC's vessels would arrive at the PET terminal at Port Everglades.
Chiquita was unhappy with using the PET terminal. Chiquita already had its own terminal at Port Everglades and claimed the PET terminal did not have the infrastructure needed to handle Chiquita's volume of refrigerated containers. Chiquita contended that moving to the PET terminal would raise its operating costs by approximately $3.8 million in the first fifteen months.
Chiquita officials had ongoing discussions with MSC and PET about having its cargo stay at the PET terminal. PET contended at trial that it would not have made improvements necessary to keep Chiquita's business at its terminal unless Chiquita committed to using PET's services and terminal exclusively for at least eight years.
Chiquita never signed a written contract committing to use the PET terminal for eight years. At trial, Chiquita denied making any commitment to continue using facilities at the PET terminal for eight years.
Meanwhile, in 2014, Chiquita's cargo began arriving at the PET terminal on MSC's vessels, and Chiquita paid PET the agreed-upon rates for its services. Between 2014 and 2017, Chiquita paid over $37 million for PET's services. To offset the $3.8 million increase in Chiquita's operating costs that resulted from moving its operations, MSC reimbursed $1.9 million to Chiquita.
PET asserted that between 2014 and 2016, it spent $13,755,025 in capital improvements to the PET terminal to handle Chiquita's business.
In December 2015, Great White Fleet and MSC modified their vesselsharing agreement to last only three years - through 2017. According to Chiquita, this decision was based in part on the high costs associated with operating at the PET terminal. By 2017, Chiquita claimed the rates it was paying for PET's services were "the highest" in all of Chiquita's U.S. operations.
In 2018, PET sued Chiquita on multiple legal theories. The heart of its lawsuit was that Chiquita stopped using PET's terminal three years into an eight-year commitment and that PET had made significant improvements to its facility to accommodate Chiquita and secure its business.
Ultimately, two causes of action were presented to the jury for resolution-unjust enrichment and promissory estoppel.
PET based its unjust enrichment theory on Chiquita's restructuring of its lease at Port Everglades with Broward County. According to PET, Chiquita's use of the PET terminal made it possible for Chiquita to renegotiate its lease with the County and save $4.6 million.
The renegotiation occurred shortly after Chiquita's cargo began to arrive at PET's terminal under the vessel-sharing agreement. Chiquita terminated and then restructured its lease agreement with Broward County because its space requirement was smaller, so it reduced its lease obligation with the County from 13.1 acres to about 6 acres.
PET was not a party to any lease between Chiquita and the County. Nor did PET play any role in the negotiations between Chiquita and the County. Chiquita also disputed that it had saved $4.6 million by renegotiating its lease with the County.
Chiquita Moves for Directed Verdict on the Unjust Enrichment Claim
At trial, Chiquita moved for a directed verdict on the unjust enrichment claim, arguing in part that "even if [it were] true" that "PET saved Chiquita money in its lease with Broward County," that was "not sufficient to establish a claim for unjust enrichment because it is not a benefit that PET is conferring directly upon Chiquita, nor a benefit Chiquita is receiving directly from PET."
In opposition to Chiquita's motion for directed verdict, PET's counsel explained its theory of unjust enrichment. He argued that the benefit conferred upon Chiquita derived from the money PET spent to improve the PET terminal; "but for PET's capital expenditures[,] Chiquita would never have been able to have gotten itself [out of] of its lease with Broward County, would have never been able to cut all the costs that it did" and "Chiquita never would have been able to save all that money, and it's 4.6 million." Thus, PET's counsel contended that "the amount that [Chiquita] saved should be disgorged, and . . . returned."
The trial court directed a verdict against PET on its breach of contract claim, and the unjust enrichment and promissory estoppel counts were submitted to the jury.
The Jury Verdict
The jury returned a verdict for Chiquita on the promissory estoppel claim, finding that Chiquita did not promise it would use PET's port terminal services on an exclusive basis for a period of at least eight years.
On the unjust enrichment claim, the jury found for PET and awarded $5 million. The jury also found for Chiquita on its counterclaim and awarded $42,732.25 for damages PET caused to four of Chiquita's containers.
Under Florida law, a claim for unjust enrichment has four elements: "(1) the plaintiff has conferred a benefit on the defendant; (2) the defendant has knowledge of the benefit; (3) the defendant has accepted or retained the benefit conferred; and (4) the circumstances are such that it would be inequitable for the defendant to retain the benefit without paying fair value for it." Della Ratta v. Della Ratta, 927 So.2d 1055, 1059 (Fla. 4th DCA 2006) (citing Com. P'ship 8098 Ltd. P'ship v. Equity Contracting Co., 695 So.2d 383, 386 (Fla. 4th DCA 1997)).
In Commerce Partnership, we observed that Florida courts have synonymously used a number of different terms to describe an unjust enrichment cause of action, including "contract implied in law," "quasi contract," "constructive contract," and "quantum meruit." 695 So.2d at 386.
It is well-established that to support an unjust enrichment claim, a plaintiff must have directly conferred a benefit on the defendant. The Florida Supreme Court made this clear in Kopel v. Kopel, 229 So.3d 812 (Fla. 2017), when it wrote that "to prevail on an unjust enrichment claim, the plaintiff must directly confer a benefit to the defendant." Id. at 818. This proposition is well-settled in Florida law. See Peoples Nat'l Bank of Com. v. First Union Nat'l Bank of Fla., N.A., 667 So.2d 876, 879 (Fla. 3d DCA 1996) (holding that plaintiff failed to state cause of action for unjust enrichment because it "could not and did not allege that it had directly conferred a benefit on the defendants"); Extraordinary Title Servs., LLC v. Fla. Power &Light Co., 1 So.3d 400, 404 (Fla. 3d DCA 2009) (following Peoples Nat'l Bank); CFLB P'ship, LLC v. Diamond Blue Int'l, Inc., 352 So.3d 357, 359 (Fla. 3d DCA 2022) (following Kopel, Peoples Nat'l Bank, and Extraordinary Title); Am. Safety Ins. Serv., Inc. v. Griggs, 959 So.2d 322, 331 (Fla. 5th DCA 2007) (following Peoples Nat'l Bank); see also Johnson v. Catamaran Health Sols., LLC, 687 Fed.Appx. 825, 830 (11th Cir. 2017) (recognizing that to bring an unjust enrichment claim in Florida, the plaintiff must have conferred a "direct benefit" on the defendant); Steven L. Steward &Assocs., P.A. v. Truist Bank, No. 6:20-cv-1083-Orl-40GJK, 2020 WL 5939150, at *2 (M.D. Fla. Oct. 6, 2020) (following Kopel and Peoples Nat'l Bank).
One example in unjust enrichment cases of a benefit directly conferred on a defendant is where a tenant arranges with a contractor to improve real property but fails to pay for the work done; the contractor may maintain an action against the landlord/owner to recover for improvements made to the property "which have enhanced the value of the premises." Hillman Constr. Corp. v. Wainer, 636 So.2d 576, 577 (Fla. 4th DCA 1994); accord Henry M. Butler, Inc. v. Trizec Props., Inc., 524 So.2d 710, 711 (Fla. 2d DCA 1988).
In this case, PET did not directly confer any benefit on Chiquita that would support a claim for unjust enrichment. Chiquita's lease renegotiation with the County was wholly separate from the PET-Chiquita stevedoring relationship. PET did not participate in the lease renegotiation and it was not a party to Chiquita's relationship with the County. The County's lease with Chiquita was separate from Chiquita's business relationship with PET. Any benefit which Chiquita realized from its new agreement with the County was an indirect, tangential benefit of the Chiquita-PET relationship that did not flow directly to Chiquita from its dealings with PET.
We reverse the final judgment in favor of PET and remand to the circuit court with directions to enter judgment for Chiquita. In light of our ruling, we do not need to reach Chiquita's remaining arguments on appeal. We affirm the circuit court's ruling on the issue raised by PET in the crossappeal without further discussion.
Reversed and remanded on the main appeal; affirmed on the cross appeal.
DAMOORGIAN and GERBER, JJ., concur.