FESTIVAL FUN PARKS, LLC
v.
OCEANEERING INTERNATIONAL, INC.
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Festival Fun Parks appealed a decision regarding contract assignment and the delegation of contractual obligations. The court affirmed the lower court's ruling, establishing that under Florida law, an assignment of contractual rights does not automatically transfer the assignor's obligations unless the obligee agrees or a novation occurs.
Under Florida law, an assignment of contractual rights does not discharge the assignor's obligations unless the obligee agrees to accept the assignee's responsibility or a novation is formed. The law distinguishes between assignment of the right to receive contractual payments and assignment of performance duties.
[1] An obligor is not discharged from contractual obligations by assignment of contractual rights unless the obligee agrees otherwise or the parties form a novation.
[2] A distinction exists under Florida law between assignment of the right to receive contractual payments and assignment of performance obligations under a contract.
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Join FLexlaw to unlock all legal intelligence“The law draws a distinction . . . between assignment of performance due under a contract and assignment of the right to receive contractual payments.”
Establishes the fundamental legal distinction that assignment of rights does not automatically transfer duties.
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Join FLexlaw to unlock all legal intelligenceThe case involves a dispute between Festival Fun Parks, LLC and Oceaneering International, Inc. concerning the assignment of a contract. The specific …
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Third District Court of Appeal
State of Florida
Opinion filed November 26, 2025.
Not final until disposition of timely filed motion for rehearing.
No. 3D24-0490
Lower Tribunal No. 23-16128-CA-01
Festival Fun Parks, LLC,
Appellant,
vs.
Oceaneering International, Inc.,
Appellee.
An Appeal from the Circuit Court for Miami-Dade County, David C. Miller, Judge.
Kula & Associates, P.A., and Elliot B. Kula and Elaine D. Walter, for appellant.
Foley & Lardner, LLP, and Katlin C. Cravatta (Orlando), for appellee.
Before EMAS, GORDO and LOBREE, JJ.
PER CURIAM.
Affirmed. See Cordis Corp. v. Sonics Intern., Inc., 427 So. 2d 782, 783 (Fla. 3d DCA 1983) (“The law draws a distinction . . . between assignment of performance due under a contract and assignment of the right to receive contractual payments." (quoting Charles L. Bowman & Co., v. Erwin, 468 F. 2d 1293, 1297 (5th Cir. 1972))); In re Freeman, 232 B.R. 497, 502 (Bankr. M.D. Fla. 1999); see also In re Sunshine Jr. Stores, Inc., 456 F. 3d 1291, 1309 (11th Cir. 2006) (“Normally, an assignment involves only the assignee's acquisition of rights under a contract and not the assignor's obligations, unless it is found that the assignment was also a novation.") (citing Sans Souci v. Div. Fla. Land Sales & Condos., 448 So. 2d 1116, 1120 (Fla. 1st DCA 1984)); id. ("Under Florida law, an assignor cannot relieve himself of his obligations [under a contract] by an assignment unless the party with whom he contracted agrees to accept the responsibility of the assignee.") (quotation omitted); Restatement (Second) of Contracts § 318(3) (1981) ("Unless the obligee agrees otherwise, neither delegation of performance nor a contract to assume the duty made with the obligor by the person delegated discharges any duty or liability of the delegating obligor."); id. at § 318 cmt. D. ("An obligor is discharged by the substitution of a new obligor only if the contract so provides or if the obligee makes a binding manifestation of assent, forming a novation.”).
2
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State Farm Life Ins. Co. v. Fla. Asset Fin. Corp. & David Rash, 786 So. 2d 1 (Fla. 4th DCA 2000)…ny interest or control over the policy. Further, the release does not prohibit Mr. Rash from assigning the right to receive payments under the structured settlement. See In re Berghman, 235 B.R. 683, 691 (Bankr.M.D.Fla.1999); see also In re Freeman, 232 B.R. 497, 502 (Bankr.M.D.Fla.1999)(“It is generally recognized that the right to receive monies due or to become due under an existing contract may be assigned.”). Instead, the wording of the release actually contemplates the possibility of an assignment. On…
Authorities Cited
- Sans Souci v. Div. OF Fla. Land Sales & Condos., 448 So. 2d 1116 (Fla. 1st DCA 1984)
- Cordis Corp. v. Sonics Int'l, Inc., 427 So. 2d 782 (Fla. 3d DCA 1983)
- In re Sunshine JR. Stores v. Sunshine-Jr. Stores, Inc., 456 F.3d 1291 (11th Cir. 2006)