STAR2STAR COMMUNICATIONS, LLC

v.

AMG GROUP OF BRUNSWICK, LLC

Subscription Agreements to Ohio Machinery, and Ohio Machinery agreed to assume Defendant’s responsibility to pay Plaintiff for the telecommunications services provided under the Subscription Agreements starting on the effective date of those agreements. Plaintiff also executed the Assignment Agreements. Plaintiff alleges that Defendant has failed to pay amounts due after November 2019 and before the Assignment Agreements’ effective date – totaling approximately $109,144.06.

On June 26, 2020, Plaintiff filed suit in state court, raising a single breach of contract claim (Count I). On September³, 2020, Defendant removed the action to this Court based on diversity jurisdiction. On September 11, 2020, Defendant filed its answer and raised nineteen affirmative defenses and three counterclaims: accord and satisfaction (Count I), breach of contract (Count II), and unjust enrichment (Count III). Legal Standard

Summary judgment is appropriate “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). A properly supported motion for summary judgment is not defeated by the existence of a factual dispute. Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 249 (1986). Only the existence of a genuine issue of material fact will preclude summary judgment. Id. The moving party bears the initial burden of showing that there are no genuine issues of material fact. Hickson Corp. v. N. Crossarm Co., Inc., 357 F. 3d 1256, 1260 (11th Cir. 2004). When the moving party has discharged its burden, the nonmoving party must then designate specific facts showing the existence of genuine issues of material fact. Jeffery v. Sarasota White Sox, Inc., 64 F. 3d 590, 593-94 (11th Cir. 1995). If there is a conflict between the parties’ allegations or evidence, the nonmoving party’s evidence is presumed to be true and all reasonable inferences must be drawn in the nonmoving party’s favor. Shotz v. City of Plantation, 344 F. 3d 1161, 1164 (11th Cir. 2003).

Where, the moving party will bear the burden of proof on an issue at trial, demonstrating the absence of a genuine issue of material fact requires the submission of credible evidence that, if not controverted at trial, would entitle the moving party to a directed verdict on that issue. Fitzpatrick v. City of Atlanta, 2 F. 3d 1112, 1115 (11th Cir. 1993). Only if the moving party meets that burden is the non-moving party required to produce evidence in opposition. Chanel, Inc. v. Italian Activewear of Fla. Inc., 931 F. 2d 1472, 1477 (11th Cir. 1991). Summary judgment should be denied unless, on the record evidence presented, a reasonable jury could not return a verdict for the non-moving party. Id.; see also Fitzpatrick, 2 F. 3d at 1115-16. The standard for cross-motions for summary judgment is not different from the standard applied when only one party moves for summary judgment. Am. Bankers Ins. Grp. v. United States, 408 F. 3d 1328, 1331 (11th Cir. 2005). The Court must consider each motion separately, resolving all reasonable inferences against the party whose motion is under consideration. Id. “Cross-motions for summary judgment will not, in themselves, warrant the court in granting summary judgment unless one of the parties is entitled to judgment as a matter of law on facts that are not genuinely disputed.” United States v. Oakley, 744 F. 2d 1553, 1555 (11th Cir. 1984) (quoting Bricklayers Int’l Union, Local 15 v. Stuart Plastering Co., 512 F. 2d 1017 (5th Cir. 1975)). Under Florida law, the construction and interpretation of an unambiguous written contract is a matter of law for the court and is therefore properly subject to disposition by summary judgment. See Saregama India Ltd. v. Mosley, 635 F. 3d 1284, 1290, 1297 (11th Cir. 2011) (holding that summary judgment was properly entered based on interpretation of an unambiguous written contract); Ciklin Lubitz Martens & O'Connell v. Casey, 199 So. 3d 309, 310 (Fla. 4th DCA 2016) (interpretation of unambiguous contract presents a question of law for the court); Gulliver Schools, Inc. v. Snay, 137 So. 3d 1045, 1046 n.1 (Fla. 3d DCA 2014) (same).³

the Court finds that Plaintiff has established that Defendant materially breached the Subscription Agreements by failing to pay amounts due and owing between the date of the last payment and June⁴, 2020.4

Agreements. See (Docs. 1-1; 45-1). Defendant has not presented contrary evidence, and its corporate representative has admitted that these payments have not been made. See (Docs. 45-2 at pp. 20-21; 38). Consequently, the Court finds that Plaintiff has established damages in the amount of $109,144.06. Affirmative Defenses In its answer, Defendant raises nineteen affirmative defenses.⁵ Plaintiff has addressed each of these affirmative defenses and has explained why each are inapplicable or lack record support. Therefore, to defeat summary judgement, Defendant must support its affirmative defenses with sufficient evidence to create a material issue of fact for trial. See Harvey v. Lake Buena Vista, 568 F. Supp. 2d 1354, 1361-62 (M.D. Fla. 2008) (citation omitted) (“The mere assertion of an affirmative defense on which [Defendant] has the burden, without supporting evidence, is insufficient to withstand a motion for summary judgment.”). Nearly all

May 28, 2021) (explaining that to reach an accord, “there must be a superseding agreement to accept reduced payment in complete settlement of a dispute—a dispute that already existed at the time of the tender”). Here, there is no evidence that Defendant tendered any amount to resolve a pre-existing dispute between the parties. Therefore, Defendant cannot sustain an accord and satisfaction defense. Defendant’s Breach of Contract Counterclaim (Count II) In its motion for summary judgment, Defendant claims that, based on the undisputed facts, it is entitled to judgment on its breach of contract counterclaim related to the Assignment Agreements. In this counterclaim, Defendant alleges Plaintiff breached the Assignment Agreements by demanding Defendant make payments under the Subscription Agreements even though Ohio Machinery assumed Defendant’s payment obligations. Plaintiff also seeks summary judgment on this counterclaim, arguing that its only involvement in the Assignment Agreements was consenting to the assignments. Plaintiff further argues that no provision in the Assignment

Agreements prohibits demanding payments or the filing of the instant lawsuit, so Defendant cannot establish any breach of the Assignment Agreements by Plaintiff. Valid Contract Defendant submitted copies of the Assignment Agreements signed by Plaintiff. (Doc. 4-1). Plaintiff does not contest the authenticity of these documents or the validity of these agreements. As such, the Court finds that there is sufficient evidence to establish the existence of a valid contract. Material Breach Defendant contends that Plaintiff breached the Assignment Agreements by demanding payments even though Ohio Machinery had assumed Defendant’s obligation to make these payments. However, as discussed previously, the Assignment Agreements – and Ohio Machinery’s obligation to make payments – only became effective on June⁴, 2020. Therefore, Plaintiff’s demand for payment of amounts owed before June⁴, 2020, did not breach the Assignment Agreements. Defendant also fails to point to any provision of the Assignment Agreements that prohibits Plaintiff’s demands – including this lawsuit. Because Defendant cannot establish breach as a matter of law, judgment will be entered against Defendant, and in favor of Plaintiff, on this counterclaim. Defendant’s Unjust Enrichment Counterclaim (Count III) Defendant seeks summary judgment on its unjust enrichment counterclaim. Specifically, Defendant alleges that by executing the Assignment Agreements and receiving payments from Ohio Machinery, Plaintiff was unjustly enriched. Plaintiff also seeks summary judgment on this claim, arguing that Defendant is not entitled to relief because it cannot establish any benefits conferred or any inequity that would result from the execution of the Assignment Agreements and retention of the payments. To prevail on an unjust enrichment claim under Florida law, a plaintiff must establish: (1) that it provided a benefit to the defendant; (2) that the defendant had knowledge of the benefit; (3) that the defendant accepted the benefit; and (4) that under the circumstances, it would be inequitable for the defendant to retain the benefit without paying adequate value for it. RxStrategies, Inc. v. CVS Pharmacy, Inc., 390 F. Supp. 3d 1341, 1355 (M.D. Fla. 2019) (quoting Virgilio v. Ryland Grp., Inc., 680 F. 3d 1329, 1337 (11th Cir. 2012)). Here, Defendant appears to identify as the benefits conferred the execution of the Assignment Agreements and the amounts received by Plaintiff from Ohio Machinery under the Assignment Agreements. However, Plaintiff was contractually entitled to these payments and is not unjustly enriched by receiving them. See Senter v. JP Morgan Chase Bank, N.A., 810 F. Supp. 2d 1339, 1365-66 (S.D. Fla. 2011) (dismissing unjust enrichment claim because the plaintiff was previously legally obligated to confer the benefit at issue). Defendant has also failed to explain how it would be inequitable for Plaintiff to retain these benefits without paying adequate value for them. Moreover, unjust enrichment is unavailable in Florida where a valid, binding,

and enforceable contract exists. Kovtan v. Frederiksen, 449 So. 2d 1, 1 (Fla. 2d DCA 1984) (“It is well settled that the law will not imply a contract where an express contract exists concerning the same subject matter.”); In re Estate of Lonstein, 433 So. 2d 672, 674 (Fla. 4th DCA 1983) (same). As both parties agree that the Subscription Agreements and the Assignment Agreements are valid contracts, unjust enrichment is inappropriate here. Because Defendant cannot establish a claim for unjust enrichment as a matter of law, judgment will be entered on this counterclaim against Defendant and in favor of Plaintiff. Conclusion After a thorough review of the record, and based on the undisputed facts, the Court finds that Plaintiff is entitled to summary judgment on its breach of contract claim. The Court further finds that Plaintiff is entitled to summary judgment on Defendant’s counterclaims.⁶

Accordingly, it is ORDERED, ADJUDGED, and DECREED: (1) “Defendant’s Motion for Summary Judgment” (Doc. 43) is hereby DENIED. (2) Plaintiff’s “Motion for Entry of Final Summary Judgment” (Doc. 45) is hereby

GRANTED.

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-TOMBARBER i (asssi(‘“‘C;:st*~™S

UNITED STATES DISTRICT JUDGE