Chetu, Inc. v. CA Short Company a/k/a Casco International, Inc.

D ISTRICT C OURT OF A PPEAL O F T HE STATE OF F LORIDA
FOURTH DISTRICT
CHETU, INC.,
Appellant,
v.
CA SHORT COMPANY a/k/a CASCO INTERNATIONAL, INC.,
Appellee.
No. 4D2024-2977
[April 1, 2026]
Appeal from the Circuit Court for the Seventeenth Judicial Circuit,
Broward 	County; 	John 	B. 	Bowman, 	Judge; 	L.T. 	Case 	No.
062016CA016071AXXXCE.
Gerald B. Cope, Jr. of Akerman LLP, Miami, and Joey M. Lampert and
Michael A. Eger of Lampert Law Firm, Fort Lauderdale, for appellant.
Jason E. Slatkin of Lorium Law, Fort Lauderdale, and F. Douglas Banks
of Banks Law, PLLC, Matthews, North Carolina, for appellee.
SHERMAN, JAMES, Associate Judge.
Chetu, Inc. (“Chetu”) appeals from a final judgment rejecting its claims
for breach of contract and unjust enrichment and entering judgment in
favor of CA Short Company (“CA Short”) on CA Short’s counterclaims. We
affirm without comment the trial court’s ruling on all issues but one: the
improper award of consequential damages, which the contract expressly
barred.
Facts
Chetu and CA Short entered into a contract by which Chetu would
provide “software maintenance and development services” to upgrade CA
Short’s business platform. 	The contract allowed either party to terminate
the Agreement for any reason with two weeks’ notice. 	The contract also
contained a section titled “Limitation of Liability” which restricted the
damages recoverable in the event of breach:
Under 	no 	circumstances, 	including 	negligence, 	will 	either

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party, be liable to the other party or any other party for any
incidental, 	special, 	indirect, 	reliance, 	punitive 	or
consequential damages, including lost data, lost revenue, or
lost profits, arising out of or relating to the software, developed
or maintained as part of this agreement, or the services, even
if such other party has been advised of the possibility of such
damages.
CA Short paid two deposits totaling $16,192.00 to commence work
under two work orders, and regularly paid invoices when received. Several
months into the contract—and concerned about the lack of functionality—
CA Short’s director emailed Chetu asking to discuss bugs in the platform.
The director then followed up with an email advising Chetu that CA Short
would be withholding payment on the May invoice for $24,771.00 until the
parties could discuss resolution of its concerns. 	The dispute escalated
remarkably quickly, with Chetu responding that if the invoice was not paid
by the close of business that day, it would terminate the project and
reassign the project team to other tasks. 	True to its word, Chetu did just
that.
Approximately two weeks later, Chetu sent a final invoice reflecting
work performed from the time of the May invoice up to the termination
date. 	The final invoice contained $15,387.00 in new charges which were
zeroed out by applying a portion of the funds held for the initial deposits.
The remaining amount was applied against the May invoice, leaving an
unpaid balance. 	After Chetu ceased performance under the contract, CA
Short was forced to complete the migration project using a combination of
its own in-house programmers and outside contractors to which it paid
$95,505.42.
Chetu sued CA Short for breach of contract and unjust enrichment.
CA Short countersued for breach of contract, breach of warranty, and
unjust enrichment. 	Following a three-day nonjury trial, the trial court
found in CA Short’s favor on all claims and defenses and entered judgment
in its favor for $111,697.42, consisting of the $16,192.00 improperly
retained by Chetu and $95,505.42 for the cost to complete the project
using outside contractors. 	Chetu’s timely appeal ensued.
Analysis
“Contracts are voluntary undertakings, and contracting parties are free
to bargain for—and specify—the terms and conditions of their agreement.”
Lugassy v. Lugassy, 298 So. 3d 657, 659 (Fla. 4th DCA 2020) (quoting
Okeechobee Resorts, L.L.C. v. E Z Cash Pawn, Inc., 145 So. 3d 989, 993

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(Fla. 4th DCA 2014)). 	This includes the right to limit in advance the
damages recoverable in the event of a breach. See Ament v. One Las Olas,
Ltd., 898 So. 2d 147, 151 (Fla. 4th DCA 2005) (“Parties may contractually
limit damages for breach.”); CF Dominicana Cigars, Inc. v. Am. Airlines, Inc.,
388 	So. 	3d 	9, 	11 	(Fla. 	4th 	DCA 	2024) 	(upholding 	enforcement 	of
contractual limitation of liability provision that precluded recovery of
consequential damages).
Here, the parties agreed that “[u]nder no circumstances” could either
party 	recover 	“any 	incidental, 	special, 	indirect, 	reliance, 	punitive 	or
consequential damages.” 	CA Short does not dispute that the cost to
complete 	the 	work 	which 	Chetu 	had 	failed 	to 	perform 	constitutes
consequential 	damages,1 	but 	instead 	contends 	that 	the 	waiver 	was
insufficiently conspicuous to place CA Short on notice. 	We disagree.
This court addressed a similar limitation provision in CF Dominicana
Cigars, Inc. 	There, an airline passenger had purchased a ticket to travel,
thereby assenting to the carriage conditions. 	388 So. 3d at 10. 	The
conditions included a bolded heading titled “Limit of liability” which,
similar in scope to the limitation of liability at issue in this case, prohibited
recovery of “special, consequential, indirect or incidental damages” arising
from the agreement. 	Id. at 11.2 	This court held that the passenger had
waived his right to recover business losses as consequential damages on
the principle that “[o]ne should not be permitted to avoid the consequences
of a contract freely entered into simply because . . . the bargain turns out
to be disadvantageous.” 	Id. (quoting Gainesville Health Care Ctr., Inc. v.
Weston, 857 So. 2d 278, 288 (Fla. 1st DCA 2003)).
Here, 	the 	contract 	is 	a 	mere 	five 	pages, 	entered 	into 	by 	two
sophisticated parties. 	The waiver of consequential damages is part of an
unambiguous, stand-alone provision following the underlined heading
Limitation of Liability. Under these facts, we have no difficulty concluding
that the express limitation was sufficiently conspicuous to render CA
Short’s acceptance of the contract to be a knowing waiver of consequential
damages. 	See CF Dominicana Cigars, 388 So. 3d at 11 (finding similar
limitation language as being “express[], plain[], and conspicuous[]”).
1 Given this apparent stipulation, we need not consider whether these are, in fact,
consequential damages.
2 The carriage conditions contained a second limitation of liability, but nothing
in the opinion indicates that the first limitation would not have been effective,
standing alone.

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Accordingly, we reverse the portion of the final judgment awarding CA
Short consequential damages, and remand with instructions to reduce the
final judgment by $95,505.42.
Affirmed in part, reversed in part, and remanded with instructions.
KUNTZ , C.J., and MAY , J., concur.
* 	* 	*
Not final until disposition of timely-filed motion for rehearing.