In business litigation, claims alleging fraud and breach of contract are often filed in the same lawsuit. However, if the factual allegations or the damages sought in fraud claims are the same as those in the party’s breach of contract claim, then Florida’s independent tort doctrine may apply. Florida’s independent tort doctrine requires a fraud to be “independent of a breach of contract claim” – i.e., for the “fraud allegations” to be “separate and distinct from defendants’ performance under the contract.” Glob. Quest, LLC v. Horizon Yachts, Inc., 849 F.3d 1022 (11th Cir. 2017). The independent tort doctrine “requires proof of facts separate and distinct from the breach of contract[.]” HTP, Ltd. v. Lineas Aereas Costarricenses, S.A., 685 So. 2d 1238 (Fla. 1996). Peter Mavrick is a Fort Lauderdale business litigation attorney, and represents clients in business litigation in Miami, Boca Raton, and Palm Beach. The Mavrick Law Firm represents businesses and their owners in breach of contract litigation and related claims of fraud, non-compete agreement litigation, trade secret litigation, trademark infringement litigation, employment litigation, and other legal disputes in federal and state courts and in arbitration.
Florida courts routinely apply the independent tort doctrine to dismiss tort claims that are in fact founded on contractual duty. The court typically analyzes the duties at issue in the case in deciding whether to dismiss the tort claim(s). For example, in Electronic Sec. Systems Corp. v. Southern Bell Tel. & Tel. Co., Florida’s Third District Court of Appeal analyzed whether fraud and contract claims could co-exist when a corporation entered into a contract with a telephone company for the placement of an advertisement in the yellow pages. 482 So. 2d 518 (Fla. 3d DCA 1986). That contract had a limited liability provision that limited the corporation’s remedies to liquidated damages. Id. at 519. When the advertisement did not appear in the directory, as contemplated by the contract, the corporation sued the telephone company under both contract and tort theories. The appellate court summarily dismissed each of the tort claims under the independent tort doctrine, concluding that the only duty at issue in the case was contractual.
In MidAmerica C2L Inc. v. Siemens Energy Inc., the Eleventh Circuit Court of Appeals granted summary judgment on the plaintiff’s two fraud claims because they were, in essence, simply a restatement of the plaintiff’s contract and breach of warranty claims. 25 F.4th 1312 (11th Cir. 2022). The court focused on the duties owed under the operative contract, explaining:
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