Background
Manuel C. Diaz agreed orally with John Ruiz that Ruiz would pay $600,000 in commissions Diaz owed to the Cat Cay Yacht Club, and Diaz would provide Ruiz a $600,000 credit toward trees from Diaz’s farm. Ruiz paid the commissions. After later disputes over the timing and selection of trees, Ruiz assigned his interests to Cat Cay Holdings JHR, LLC.
Cat Cay Holdings sued Diaz for breach of contract and unjust enrichment. Both sides initially agreed that their oral agreement was valid and enforceable, but disputed its meaning and Diaz’s performance. The trial court denied summary judgment on the contract claim because factual disputes remained, but entered summary judgment for Cat Cay Holdings on unjust enrichment for $600,000 plus prejudgment interest, concluding the oral agreement lacked sufficiently definite terms.
The Court’s Holding
The Third District held that it had appellate jurisdiction because, although the final judgment expressly addressed only unjust enrichment, it necessarily resolved the alternative contract theories seeking the same damages from the same transaction.
On the merits, the court reversed. The record established an enforceable express oral contract: Ruiz paid the $600,000 commission in exchange for a $600,000 tree credit. The lack of agreement on particular trees or an exact removal date did not defeat contract formation. Because a valid express contract governed the transaction, Cat Cay Holdings could not recover for unjust enrichment. The court held that Diaz should have received summary judgment on that claim, while the breach-of-contract dispute remains for a jury.
Key Takeaways
- Unjust enrichment is unavailable when an enforceable express contract covers the same transaction.
- An oral contract may be enforceable even if subsidiary performance details remain unresolved.
- A dispute over a contract’s meaning or performance ordinarily presents a fact question, not grounds to replace the contract claim with unjust enrichment.
Why It Matters
The decision reinforces the boundary between contract remedies and equitable restitution in Florida. A party may plead breach of contract and unjust enrichment in the alternative, but cannot obtain unjust-enrichment recovery where the evidence establishes a valid contract governing the benefit at issue.
It also confirms that a judgment resolving one of two alternative, coextensive theories can be final and appealable when it effectively ends the entire controversy.