R. DONAHUE PEEBLES, APPELLANT,
v.
DORA PUIG, ETC., ET AL., APPELLEES
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Peebles appeals a fraud judgment awarded to Puig for $423,100. The court reversed, holding that Puig's fraud claim against Peebles cannot proceed because the damages are identical to those from PADC's breach of contract, and Florida law prohibits recovery of identical contract damages via tort claims when the conduct is not independent and separate from the breach.
The court reversed the fraud judgment, holding that Peebles's alleged misrepresentations were not independent, separate, and distinct from PADC's breach of contract. Florida law prohibits recovery of identical contract damages through a fraud claim when the conduct giving rise to fraud is not independent from the contract breach itself.
[1] A fraud claim is not actionable when the alleged misrepresentations relate to matters already covered in a written contract.
[2] For an alleged misrepresentation regarding a contract to be actionable, the damages stemming from that misrepresentation must be independent, separate, and distinct from…
Previewing 2 of 6 headnotes on this case. FLexlaw’s editorially structured points of law — every proposition, pinpointed — are reserved for members.
Join FLexlaw to unlock all legal intelligence“It is well settled in Florida that, where alleged misrepresentations relate to matters already covered in a written contract, such representations are not actionable in fraud.”
Establishes the foundational principle that fraud claims cannot be based on misrepresentations concerning contract terms.
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Join FLexlaw to unlock all legal intelligencePuig worked as sales director for a Miami Beach condominium project (Bath Club) under an employment contract with Collins Avenue, which was later assi…
The full statement of facts, procedural history, and disposition for this case are member content.
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Appellant, defendant below, R. Donahue Peebles, appeals a final judgment awarding Appellee, plaintiff below, Dora Puig, the amount of $423,100 in damages after a jury found Peebles liable for fraudulent misrepresentation. We reverse the judgment because Peebles’s conduct giving rise to Puig’s fraud claim was not independent, separate and distinct from the conduct forming the basis of Puig’s breach of contract claim.
I. Facts
The facts are not in dispute. In 2000, Puig, a licensed Florida real estate sales person, entered into an employment agreement with a real estate developer, Collins Avenue Associates, LLC (“Collins Avenue”). Collins Avenue was the developer of a high-end condominium complex located in Miami Beach, The Residences at the Bath Club (“Bath Club”). Pursuant to that contract, Puig was to serve as the Bath Club’s sales and marketing director. Puig was- required to develop and implement the marketing plan for the sales of Bath Club units and, in exchange, she received a salary of $12,500 per month, plus a one percent “override” commission on each unit sold by Collins Avenue.
After entering into this agreement, Collins Avenue restructured itself. As part of the restructuring, PADC Marketing, LLC, a licensed real estate brokerage firm, was formed to act as the exclusive broker to market the sale of Bath Club units. Collins Avenue and PADC entered into a marketing/brokerage agreement that required Collins Avenue to pay commissions to *1067PADC; and, in turn, PADC was required to pay the Bath Club’s sales staff, including Puig. After extensive negotiations involving Collins Avenue, PADC and Puig, Puig consented to the assignment of her employment agreement from Collins Avenue to PADC. Puig was expressly designated as an intended third-party beneficiary to those provisions of the agreement between Collins Avenue and PADC related to Collins Avenue’s commission obligations.
During construction of the Bath Club, several purchasers sought to re-sell their units to other buyers. Peebles, as principal of Collins Avenue and the sole owner of PADC, assured Puig that Puig and other Bath Club sales agents would be paid commissions on these resale units pursuant to their employment contracts. Puig and her sales team re-sold twenty-three condominium units. After PADC initially paid Puig commissions on seven of the twenty-three resale units, Peebles, on behalf of PADC, advised Puig that these payments were made in error. According to Peebles, while PADC was entitled to—and collected— commissions on resale units, Puig’s employment agreement provided for payment of commissions only on units Collins Avenue initially sold to buyers, and not on units re-sold by buyers. PADC did not pay Puig a commission for the remaining sixteen resale units. By deducting commissions due to Puig on Bath Club units sold by Collins Avenue, PADC recouped the commissions it claimed were erroneously paid to Puig. It is undisputed that Puig’s employer/broker was PADC at the time of the resales.
Initially, Puig sued PADC and Collins Avenue, alleging breach of contract, unjust enrichment and quantum meruit. Subsequently, Puig amended her complaint to add Peebles as a defendant and, significantly, to add a count of fraudulent misrepresentation as to Peebles individually.1 Essentially, Puig’s fraud claim against Peebles alleged that Peebles knowingly made false statements to Puig that PADC would pay Puig a commission based on the resale of Bath Club units. Puig alleged that Peebles had no intention of paying such commissions, and that Puig relied on Peebles’s statements to. expend efforts to accomplish the twenty-three resales.
Prior to trial,2 both Collins Avenue and Peebles stipulated that Puig’s employment agreement obligated PADC to pay Puig a commission on resale units, and that the commissions due to Puig totaled $423,100. The trial court granted Puig summary judgment against Collins Avenue based on Puig being a third-party beneficiary to the brokerage agreement between Collins Avenue and PADC. In May of 2015, the case proceeded to trial against Peebles on the fraud claim.3 The trial court denied Pee-*1068bles’s motion for directed verdict, and the jury returned a verdict against Peebles in the amount of $423,100, the exact same amount that Puig had obtained in her summary judgment on her third-party beneficiary claim against Collins Avenue. The trial court denied Peebles’. post-trial motions and entered judgment for Puig against Peebles in the amount of $423,100, plus interest. This appeal timely ensued'.
II. Standard of Review
Peebles seeks review of the trial court’s denial of his motion (i) to dismiss Puig’s fraud claim, (ii) for summary judgment, and (iii) for directed verdict. Because our review involves questions of law, we employ the de novo standard of review. Health Options, Inc. v. Palmetto Pathology Servs., P.A., 983 So.2d 608, 613 (Fla. 3d DCA 2008); Sierra v. Shevin, 767 So.2d 524, 525 (Fla. 3d DCA 2000).
III. Analysis
It is well settled in Florida that, where alleged misrepresentations relate to matters already covered in a written contract, such representations are not actionable in fraud. La Pesca Grande Charters, Inc. v. Moran, 704 So.2d 710, 712-13 (Fla. 5th DCA 1998) (explaining the difference between fraud in the inducement and fraud in the performance, the latter not constituting a separate cause of action from that of a concurrent breach of contract action). It is similarly well settled that, for an alleged misrepresentation regarding a contract to be actionable, the damages stemming from that misrepresentation must be independent, separate and distinct from the damages sustained from the contract’s breach. Rolls v. Bliss & Nyitray, Inc., 408 So.2d 229, 237 (Fla. 3d DCA 1981). Both of these legal principles are rooted in the notion that, when a contract is breached, the parameters of a plaintiffs claim are defined by contract law, rather than by tort law.4
In this case, Puig alleged, and the jury obviously found, that .Peebles made fraudulent misrepresentations that, to a certain extent, led Puig to continue to perform her contractual employment duties by re-selling Bath Club units. Peebles’s company, PADC, declined to pay Puig commissions for those resales; instead, Peebles retained these funds. There is no dispute that Puig’s employment contract predated the alleged misrepresentations by Peebles (and, therefore, fraud in the inducement to contract is not at issue' in this case). There is also no dispute that the damages sought by Puig and awarded to Puig by the jury are the identical damages Puig sustained as a result of PADC’s failure to pay her commissions for resales.
While we have scoured the record in this case to find evidence supporting the jury’s verdict, we can find no evidence of a tort or tort damages, independent and distinct from PADC’s breach of contract.5 Puig’s breach of contract claim is premised entirely on Puig’s contractual entitlement to commissions on resold Bath Club units. Peebles’s alleged misrepresentations, luring Puig into performing under her contract certainly explain—and plainly prove—PADC’s breach of contract with Puig. In our view, however, Peebles’s inducement to Puig to perform her existing contract is not separate and distinct from the contract breach itself as to give rise to *1069an independent fraud claim against Pee-bles. When, as here,.a contract has been breached, a tort action lies only for acts independent of those acts establishing the contract’s breach. Ginsberg v. Lennar Fla. Holdings, Inc., 645 So.2d 490, 494 (Fla. 3d DCA 1994) (“It is well established that breach of contractual terms may not form the basis for a claim in tort. Where damages sought in tort are the same as those for breach of contract a plaintiff may not circumvent the contractual relationship by bringing an action in tort.”) As reprehensible as the jury may have found Peebles’s actions to be, those actions neither converted Puig’s claim for contract damages into a claim for tort damages, nor imposed on Peebles personal liability for PADC’s contractual obligations.
There is nothing in the record indicating that Puig suffered any distinct damages separate and apart from the damages she suffered as a result of PADC’s failure to honor its contract with Puig. Therefore, any dispute regarding the applicability of the contract’s commission provision to resales existed irrespective of anything Pee-bles might have said to Puig. The parties’ contractual obligations—and whether Puig was entitled to commissions for resale units—were based on the language of the employment contract between Puig and PADC, to which Peebles was not a party.
At the end of the day, Puig was damaged not because of Peebles’s misrepresentations, but because PADC failed to honor its contractual obligations. Under such circumstances, Florida does not allow a party damaged by a breach of contract to recover the exact same contract damages via a fraud claim. Ghodrati v. Miami Paneling Corp., 770 So.2d 181, 183 (Fla. 3d DCA 2000) (“A plaintiff ,,. may not recover damages for fraud that duplicate damages awarded for breach of contract.”).
III. Conclusion
Puig’s damages resulted from, and were occasioned by, PADC’s breach of contract, and not by any independent, separate or distinct conduct of Peebles. Therefore, the trial court should have entered a directed verdict for Peebles on Puig’s fraud claim.6
Reversed and remanded for proceedings consistent with this opinion.
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Citator
Cited By (31 total)
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Un2jc AIR 1, LLC v. Whittington, 324 So. 3d 1 (Fla. 4th DCA 2021)…“a plaintiff may not recover in tort for a contract dispute unless the tort is independent of any breach of contract.” 4 Island Travel & Tours, Ltd., Co. v. MYR Indep., Inc., 300 So. 3d 1236, 1239 (Fla. 3d DCA 2020) (citing Peebles v. Puig, 223 So. 3d 1065, 1068 (Fla. 3d DCA 2017)). This principle is “rooted in the notion that, when a contract is breached, the parameters of a plaintiff’s claim are defined by contract law, rather than by tort law.” 223 So. 3d at 1068. This principle only applies…
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SBP Homes, LLC v. 84 Lumber Co., 384 So. 3d 241 (Fla. 4th DCA 2024)…CA 2020)). This principle applies to parties to the contract and is “rooted in the notion that, when a contract is breached, the parameters of a plaintiff’s claim are defined by contract law, rather than by tort law.” Id. (quoting Peebles v. Puig, 223 So. 3d 1065, 1068 (Fla. 3d DCA 2017)). Here, SBP alternatively alleged duties separate from the parties’ contract implied in fact, the terms of which have not yet been settled. Accepting all well-pleaded allegations as true, SBP’s operative pleading was suffi…
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Vicken Bedoyan v. Harout Samra (Fla. 3d DCA 2022)…principle that a plaintiff may not recover in tort for a contract dispute unless the tort is independent of any breach of contract. Island Travel & Tours, Co. v. MYR Indep., Inc., 300 So. 3d 1236, 1239–40 (Fla. 3d DCA 2020) (quoting Peebles v. Puig, 223 So. 3d 1065, 1068 (Fla. 3d DCA 2017)) (“[F]or an alleged misrepresentation regarding a contract to be actionable, the damages stemming from that misrepresentation must be independent, separate and distinct from the damages sustained from the contract's breach.”…
Previewing 3 of 31 citing cases — full citator treatment, depth of discussion, and citing context are member features.
Join FLexlaw to unlock all legal intelligenceAuthorities Cited
- Morton L. Ginsberg & MLG Props., Inc. v. Lennar Fla. Holdings, 645 So. 2d 490 (Fla. 3d DCA 1994)
- Sierra v. Shevin, 767 So. 2d 524 (Fla. 3d DCA 2000)
- Tiara Condo. Ass'n, Inc. v. Marsh & McLennan Cos., Inc., 110 So. 3d 399 (Fla. 2013)
- Rolls v. Bliss & Nyitray, Inc., 408 So. 2d 229 (Fla. 3d DCA 1981)
- LA Pesca Grande Charters, Inc. v. Moran, 704 So. 2d 710 (Fla. 5th DCA 1998)
- Health Options, Inc. v. Palmetto Pathology Servs., P.A., 983 So. 2d 608 (Fla. 3d DCA 2008)
- Soraya Ghodrati v. Miami Paneling Corp., 770 So. 2d 181 (Fla. 3d DCA 2000)
- Dora Puig, The Puig Grp., & Dora Puig, P.A. v. Padc Mktg., LLC, 26 So. 3d 45 (Fla. 3d DCA 2009)