The commercial contracts you create can provide you with many potential benefits if negotiated and executed properly. One of these benefits can, in some circumstances, be protection against certain types of legal claims. For example, if a party seeks to sue you under a quasi-contract theory of unjust enrichment, it can only do that if the subject matter that was the basis of your alleged unjust enrichment wasn’t covered by an actual contract. In other words, you can’t be sued under a quasi-contract theory about something if it is governed by an actual contract. For help with these and other commercial and business issues, it is wise to rely upon experienced South Florida commercial litigation counsel.
A recent case from the Florida Panhandle provides an illustration of this issue of contract versus quasi-contract. The dispute involved the ownership of commercial space in a condo building in Panama City Beach. A resort LLC owned four commercial spaces on the ground floor of the condo building and owned them in fee simple, meaning that the LLC had absolute ownership of those properties. The condo building’s owners association sued the LLC, alleging that the spaces could not be owned outside the “condominium form of ownership.” The relief the association sought was the LLC’s ejection from the building and the distribution of the ground floor commercial spaces to the association’s members. The association also alleged that the resort was being unjustly enriched because it wasn’t paying its fair share of “utilities and other expenses in the building.”
The trial court ruled for the resort on the ownership issue, granting summary judgment in favor of the LLC. That meant that the resort did not have to go to trial on the issue of its ownership of the ground-floor spaces and its right to occupy that property. The court did hold a trial on the association’s unjust enrichment claim, and ultimately issued a judgment in the association’s favor, ordering the resort to pay $332,000 in unjust enrichment damages.