United States District Court, S.D. Florida
OPINION AND ORDER
KENNETH A. MARRA United States District Judge
This
matter is before the Court on Defendants' Motion for
Summary Judgment (DE 20). For the following reasons, the
motion is denied.
I.
Facts[1]
Plaintiff
Royal Hayes entered into an oral agreement with Defendants
Darin Moon and Redox Chemicals in which Defendant was granted
the exclusive rights to distribution of Redox Chemicals
products in the state of Florida in exchange for
Plaintiff's expertise in “developing new markets
for agricultural products in the state of Florida.” (DE
1 ¶¶ 15-16.) The oral agreement between Plaintiff
and Defendants was for a specific term of three years and
could not be terminated prior to the end of the three-year
term. (DE 1 ¶ 28; R. Hayes Dep. at 19:8-13, 155:2-7.)
The oral agreement between Plaintiff and Defendants was not
memorialized in any signed writing. (R. Hayes Dep. at
47:23-48:7.)
Plaintiff
brought the present action for declaratory judgment, breach
of contract, promissory estoppel, and unjust enrichment. (DE
1 ¶ 1.) Plaintiff's action seeks “his unpaid
compensation and past or future interests in Redox Chemicals,
LLC pursuant to certain promises and agreements made
by Defendants by and through their Authorized Officer Darin
Moon. (Id. (emphasis added).) Plaintiff's
promissory estoppel, unjust enrichment, declaratory judgment,
and accounting claims each arise out of, and are based on,
the same facts as Plaintiff's alleged oral agreement. (DE
1 ¶¶ 38-45; R. Hayes Dep. at 62:12-16, 63:3-9.)
II.
Legal Standard
The
Court may grant summary judgment “if the movant shows
that there is no genuine dispute as to any material fact and
the movant is entitled to judgment as a matter of law.”
Fed.R.Civ.P. 56(a). The movant bears the burden of
establishing the absence of a genuine dispute of material
fact. Celotex Corp. v. Catrett, 477 U.S. 317, 323
(1986). It must do so by “citing to particular parts of
materials in the record, including depositions, documents,
electronically stored information, affidavits or
declarations, stipulations (including those made for the
purposes of the motion only), admissions, interrogatory
answers, or other materials.” Fed.R.Civ.P. 56(c)(1)(A).
If the burden of persuasion lies with the nonmovant, summary
judgment may be granted where the movant either negates an
essential element of the nonmovant's claim or
demonstrates to the Court that the nonmovant's evidence
is insufficient to establish an essential element of that
claim. Celotex, 477 U.S. at 331. Any doubt regarding
whether a trial is necessary must be resolved in favor of the
nonmovant. Anderson v. Liberty Lobby, Inc., 477 U.S.
242, 255 (1986).
After
the movant meets its burden of production, this burden shifts
to the nonmovant. “A party asserting that a fact cannot
be or is genuinely disputed must support the assertion by:
(A) citing to particular parts or materials in the record . .
. or (B) showing that the materials cited do not establish
the absence or presence of a genuine dispute, or that an
adverse party cannot produce admissible evidence to support
the fact.” Fed.R.Civ.P. 56(c)(1). The nonmovant's
evidence cannot “consist of conclusory allegations or
legal conclusions.” Avirgan v. Hull, 932 F.2d
1572, 1577 (11th Cir. 1991). Where the nonmovant bears the
burden of persuasion, it must produce more than a mere
scintilla of evidence supporting its position; “there
must be enough of a showing that the jury could reasonably
find for that party.” Walker v. Darby, 911
F.2d 1573, 1577 (11th Cir. 1990).
III.
Discussion A. Pre-Trial Stipulation
Defendants
argue in their Motion for Summary Judgment (DE 20) that the
statute of frauds bars Plaintiff's contract claim (DE 20
at 4); that the statute of frauds bars Plaintiff's
promissory estoppel and unjust enrichment claims (DE 20 at
6); that Plaintiff's request for an accounting is without
an independent cause of action to justify it (DE 20 at 8);
and that Plaintiff's declaratory judgment claim is
derivative of claims barred by the statute of frauds and must
fail (DE 8 at 20). In Plaintiff's Response in Opposition
to Defendants' Motion for Summary Judgment (DE 25),
Plaintiff addresses only Defendants' argument against the
unjust enrichment claim and the associated survivability of
Plaintiff's declaratory and accounting relief. (DE 25 at
3-5.) Further, in a Joint Pre-trial Stipulation (DE 46) filed
with this Court, the parties have noted that “Plaintiff
has stipulated the only claim remaining before the Court is
for unjust enrichment.” (DE 46 at 5.) Accordingly, the
Court need only address Defendants' Motion for Summary
Judgment as it applies to Plaintiff's unjust enrichment
claim, the only claim that has not been abandoned.
B.
Motion for Summary Judgment
Defendants
assert that “[t]he statute of frauds applies to claims
for unjust enrichment where the unjust enrichment arose from
the alleged contract.” Tews v. Valdeon, No.
12-23026-CIV, 2013 WL 533201, at *3 (S.D. Fla. Sep. 23,
2013). Defendants' argument rests upon a determination
that the contract in question is barred by the statute of
frauds. Thus, the Court will first address the applicability
of the statute of frauds to the subject contract.
1.
Enforceability of Alleged Contract under the Statute of
Frauds
Defendants
aver that it is “undisputed that the sole basis of
Plaintiff's contract claim is an alleged oral contract
for a definite three-year term that could not be terminated
prior to the expiration of that definite term.” (DE 20
at 5.) As such, Defendants contend that Plaintiff's
contract claim is “unambiguously barred by the statute
of frauds.” (Id.) In Plaintiff's Response
in Opposition to Defendants' Motion ...