Background
Carson Concrete Corporation and InteRebar Fabricators, LLC entered two contracts for InteRebar to fabricate and deliver steel rebar for Carson’s Philadelphia project. The April 2022 contract set higher rebar prices than the parties’ November 2021 agreement and required payment within 30 days. InteRebar delivered rebar from May through October 2022, but Carson did not pay nine invoices totaling $217,839.18.
InteRebar sued Carson for breach of the April 2022 contract. Carson argued that it signed that contract under economic duress after InteRebar allegedly threatened to halt shipments unless Carson accepted higher prices. Carson also sought a $98,096 setoff for alleged defective fabrication and late deliveries. The Miami-Dade Circuit Court entered summary judgment for InteRebar, awarding the unpaid invoices plus prejudgment interest.
The Court’s Holding
The Third District affirmed. Carson could not establish economic duress as a matter of law because its claimed harm—delay, additional expense, and exposure to consequences under its own project contract—did not show that it lacked an adequate legal remedy. A threatened breach does not constitute duress where the threatened party has an adequate legal remedy.
The court also upheld rejection of the requested setoff. Carson relied on an affidavit and an unsigned, undated compilation of alleged costs, without supporting documentation; project records no longer existed, and the record did not identify who prepared the compilation or when. In addition, the April 2022 contract excluded labor and consequential-damage claims arising from defective material, and Carson had not complied with its contractual remedy provision. Although the appellate court disagreed that this provision barred the late-delivery claim, the lack of proof independently supported denial of that portion of the setoff.
Key Takeaways
- Commercial pressure and the cost of finding a replacement supplier do not alone establish economic duress when legal remedies are available.
- A party seeking a setoff must support claimed damages with competent evidence rather than an unsupported cost compilation.
- A contractual limitation of remedies may bar claims for labor and consequential damages from allegedly defective goods.
Why It Matters
The decision reinforces that Florida courts will not treat a supplier’s alleged threat to stop performance as economic duress merely because the buyer faces project deadlines and increased replacement costs. It also illustrates the evidentiary burden for offsets at summary judgment: unsupported damage estimates will not create a triable issue.