Festival Fun Parks, LLC v. Oceaneering International, Inc.

Third District Court of Appeal
State of Florida
Opinion filed November 26, 2025.
Not final until disposition of timely filed motion for rehearing.
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No. 3D24-0490
Lower Tribunal No. 23-16128-CA-01
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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.

2
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.”).