Naval Logistics, Inc. v. M/V Petrus, et al.

[DO NOT PUBLISH]
In the
United States Court of Appeals
For the Eleventh Circuit
____________________
No. 21-12934
Non-Argument Calendar
____________________
NAVAL LOGISTICS, INC.,
d.b.a. Middle Point Marina,
Plaintiff-Counter Defendant-Appellee,
BISCAYNE TOWING & SALVAGE, INC.,
Intervenor-Appellee,
versus
M/V PETRUS,
in rem,
GREG PACK,
in persona,
CHARTERED YACHTS MIAMI LLC,
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2 Opinion of the Court 21-12934
Defendants-Counter Claimants-Appellants.
____________________
Appeal from the United States District Court
for the Southern District of Florida
D.C. Docket No. 1:21-cv-20556-KMM
____________________
Before J ILL PRYOR , L UCK , and LAGOA , Circuit Judges.
PER CURIAM:
The luxury motor yacht M/V Petrus (the “vessel”) sank
twice: first in the Miami River and second at Middle Point Marina’s
(“MPM”) shipyard. The vessel, along with its owners, Chartered
Yachts Miami, LLC (“CYM”) and CYM’s principal, agent, and ben-
eficial owner, Greg Pack (collectively, the “counterclaimants”), ap-
peal the district court’s dismissal with prejudice of their amended
counterclaim against MPM. In the amended counterclaim, the
counterclaimants asserted three claims: breach of contract, breach
of the implied warranty of workmanlike performance,0F
1 and negli-
gence.
1 The amended counterclaim asserted claims for breach of the implied war-
ranty of workmanlike performance (Count I) and negligence (Count II). But
the district court construed the breach-of-implied-warranty claim as if it were
two distinct claims, one for breach of contract and one for breach of the
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21-12934 Opinion of the Court 3
There are four issues on appeal. The counterclaimants, now
the appellants, challenge the district court’s dismissal of their
(1) breach-of-contract claim, (2) breach-of-implied-warranty claim,
and (3) negligence claim and the court’s (4) denial of leave to
amend on the ground that amendment would have been futile. Af-
ter careful review, we vacate the district court’s order on the fourth
issue and remand for the district court to enter a reasoned order on
the counterclaimants’ request for leave to amend.
I. BACKGROUND2
MPM operated a shipyard in Miami, Florida. After the vessel
sank at its shipyard, MPM filed an action against the vessel and
Pack, bringing claims for breach of contract and a maritime lien for
necessaries, storage, and salvage services. MPM alleged that, in De-
cember 2020, after the vessel had sunk in the Miami River (the “first
sinking”), MPM picked up, towed, delivered, and stored the vessel
implied warranty of workmanlike performance. Because the parties do not
challenge this construction on appeal, we construe the claim as the district
court did.
2 Given our standard of review, we recite the facts in the light most favorable
to the counterclaimants.
See Edwards v. Prime, Inc., 602 F.3d 1276, 1291 (11th
Cir. 2010) (explaining that when reviewing the dismissal of a pleading on a
motion to dismiss for failure to state a claim on which relief may be granted,
we accept as true the well-pleaded facts in the pleading).
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4 Opinion of the Court 21-12934
at its shipyard according to Pack’s instructions. Two days later,3
the vessel sank again (the “second sinking”). MPM then “salvaged,
dewatered, floated, lifted, hauled out[,] and blocked the [vessel] on
land in MPM’s yard.” Doc. 1 at 2.4 MPM further alleged that, after
the second sinking, it reached an agreement with Pack regarding
storage, payment, and removal of the vessel. Despite the agree-
ment, MPM alleged, Pack failed to remove the vessel by the agreed
date or pay outstanding fees owed to MPM. As a result, MPM
moved for issuance of an arrest warrant for the vessel and for ap-
pointment of a substitute custodian. The district court granted the
motions and appointed MPM as substitute custodian of the vessel.5
CYM filed a “Verified Claim of Owner,” thus appearing in
the lawsuit as the owner of the vessel. Doc. 36. The counterclaim-
ants then filed their answer to MPM’s complaint along with a coun-
terclaim against MPM. In the operative counterclaim (the amended
counterclaim), the counterclaimants asserted two causes of action
3 MPM’s complaint alleged that the second sinking happened three days later.
The amended counterclaim alleged that it happened two days later. For pur-
poses of this appeal, we assume that the sinking happened two days later be-
cause we accept as true the well-pleaded facts in the amended counterclaim.
See Edwards, 602 F.3d at 1291.
4 “Doc.” numbers refer to the district court’s docket entries.
5 Another entity, Biscayne Towing & Salvage, Inc. (“BTS”), intervened as a
plaintiff to assert claims against Pack and the vessel for services it performed
related to the first sinking. BTS is only nominally a part of this appeal because
it was not a party to the amended counterclaim or MPM’s motion to dismiss.
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21-12934 Opinion of the Court 5
against MPM: breach of implied warranty of workmanlike perfor-
mance (Count I) and, in the alternative, negligence (Count II).6
The counterclaimants alleged that, after the first sinking in
November 2020, the vessel was recovered and placed in dry stor-
age. MPM then offered its shipyard and storage services to the
counterclaimants, knowing that the vessel previously had sunk and
suffered significant hull damage. In December 2020, the vessel was
removed from dry storage, placed in the water, and towed to
MPM. It appears that the counterclaimants initially expected MPM
to haul the vessel out of the water upon its arrival at MPM.
See
Doc. 57 at 4 (“Rather than haul out the [v]essel on arrival . . .”). But
MPM told them that the vessel needed to be washed and cleaned
before the haul-out, which would require it to be left in the water
over the weekend. “The parties [orally] agreed that the [v]essel
would be in MPM’s care and custody over the weekend, then after
MPM finished washing the [v]essel, it would be lifted out of the
water and stored in MPM’s dry storage to begin the repair process
to fix the damage from the first sinking.”
Id. at 5. Two days later,
before MPM hauled the vessel out of the water, it sank for the sec-
ond time as it sat in the water unattended. The counterclaimants
alleged that MPM delayed the haul-out and exposed the vessel to
the foreseeable danger of a second sinking.
6 The counterclaimants also alleged that CYM was the registered corporate
owner of the vessel and that Pack did not enter into the original shipyard
agreement with MPM individually, but rather on behalf of CYM.
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In Count I of the amended complaint, the counterclaimants
alleged that MPM breached the oral agreement between CYM and
MPM “when it knowingly allowed the [v]essel to sit in the water
unattended at their dock over the weekend . . . and furthermore al-
lowed the [v]essel to sink at its facility.”
Id. at 6. They also alleged
that MPM breached the implied warranty of workmanlike perfor-
mance when it failed to “protect the [v]essel from damage while
[the vessel] was docked at [MPM’s] own facility. . .” and “exercise
reasonable care, safety[,] and skill when it delayed the haul out of
the damaged [v]essel [] and left it unattended over the weekend.”
Id. at 5–7.
In Count II, the counterclaimants alleged, in the alternative,
that MPM was negligent because, as a full-service shipyard, it owed
them a duty to exercise reasonable care in storing their vessel while
it was docked at the shipyard. MPM breached its duty when it “al-
lowed the [v]essel to sit in the water for days while [it] knew that
the [v]essel had hull damage from the first sinking.”
Id. at 8. This
breach of duty actually and proximately caused damages, the coun-
terclaimants alleged, because the second sinking caused additional
water damage to the vessel.
MPM moved to dismiss the amended counterclaim for fail-
ure to state a claim.7 It argued that the counterclaimants failed to
7 MPM and BTS also moved for interlocutory sale of the vessel pursuant to
Supplemental Rule for Admiralty or Maritime Claims E(9). The district court
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21-12934 Opinion of the Court 7
state a claim and made contradictory allegations as between their
initial counterclaim and their amended counterclaim.
In their response to the motion to dismiss, the counterclaim-
ants refuted MPM’s arguments that they made contradictory alle-
gations and failed to state a claim. In a footnote, they explained that
the amended counterclaim should have said that MPM agreed to
watch the vessel prior to haul-out, not
wash the vessel. Doc. 61
at 4 n.1. They asked the district court to allow them either to sub-
stitute the words or to amend the pleadings for accuracy; they
maintained that the error was based on a misunderstanding be-
tween the clients and their attorneys.
MPM replied, reiterating the arguments in its motion to dis-
miss. It added that the counterclaimants attempted to change the
facts in their response, pointing, among other things, to the new
assertion that MPM agreed “to provide dockage and ‘watch’ the
[v]essel before hauling it out.” Doc. 62 at 3.
The district court granted the motion to dismiss the
amended counterclaim. The court agreed with MPM that the
counterclaimants made contradictory allegations in their pleadings
but declined to dismiss the amended counterclaim on that basis.
granted their motion in the same order in which it granted the motion to dis-
miss. The vessel was sold in September 2021. On appeal, the counterclaimants
do not challenge the interlocutory sale. Thus, we deem abandoned any chal-
lenge to the sale.
See Sapuppo v. Allstate Floridian Ins. Co., 739 F.3d 678, 680
(11th Cir. 2014).
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8 Opinion of the Court 21-12934
The court noted MPM’s observation in its reply that the counter-
claimants’ response maintained that the agreement was to provide
dockage and “watch” the vessel before hauling it out—but the
court construed MPM’s reference to “watch” as a “typographical
error that was intended to be ‘wash.’” Doc. 63 at 6 n.2. The district
court otherwise failed to address the counterclaimants’ request to
amend their pleadings to substitute the word “watch” for “wash.”
Turning to Count I, the district court held that the amended
counterclaim failed to plead facts in support of its conclusory alle-
gations that MPM breached the oral contract. The court noted that,
although the counterclaimants alleged that MPM delayed the haul-
out, they also alleged that the parties agreed the vessel would be in
MPM’s care and custody over the weekend and that it would be
washed before it was hauled out of the water.
The district court further held that the counterclaimants
failed to allege in Count I sufficient facts to support their claim that
MPM breached the implied warranty of workmanlike perfor-
mance. The court explained that the counterclaimants did not al-
lege any facts showing that MPM failed to perform the allegedly
contracted-for services competently, safely, or timely.
As to Count II, the district court dismissed the negligence
claim on the ground that the alleged negligent conduct arose out
of the parties’ oral contract and thus was barred by the economic
loss doctrine, which bars a tort action where the basis for liability
arises from a contract.
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21-12934 Opinion of the Court 9
The district court dismissed Counts I and II with prejudice,
concluding that it could,
sua sponte or on motion, deny leave to
amend if amendment would be futile.
This is the counterclaimants’ appeal.8
II. STANDARDS OF REVIEW
We review
de novo the district court’s dismissal of a plead-
ing under Federal Rule of Civil Procedure 12(b)(6).
Edwards v.
Prime, Inc., 602 F.3d 1276, 1291 (11th Cir. 2010). When we review
a Rule 12(b)(6) dismissal, we review the pleading in the light most
8 In MPM’s brief on appeal, it argues that CYM lacks standing to bring claims
on behalf of the vessel and is barred from recovering for damage to the vessel.
MPM explains that CYM no longer has a property interest in the vessel since
it was sold via the interlocutory sale. We are unpersuaded. “To have standing,
a plaintiff must show (1) he has suffered an injury in fact . . . ; (2) the injury is
fairly traceable to conduct of the [counter-]defendant; and (3) it is likely, not
just merely speculative, that the injury will be redressed by a favorable deci-
sion.”
Kelly v. Harris, 331 F.3d 817, 819–20 (11th Cir. 2003). CYM, the regis-
tered corporate owner of the vessel, suffered an injury-in-fact when its vessel
was damaged by sinking. The injury is fairly traceable to MPM, as the vessel
was in its custody and control during the second sinking. The injury is redress-
able because, despite the interlocutory sale of the vessel, if CYM were to pre-
vail on its amended counterclaim, MPM could be required to pay money dam-
ages to CYM because at time of sale the vessel was worth less due to the dam-
age incurred in the second sinking.
See id. And because only one plaintiff must
have standing to seek each form of relief requested in the complaint, we de-
cline to address MPM’s arguments that Pack and the vessel lack standing.
Town of Chester, N.Y. v. Laroe Estates, Inc., 137 S. Ct. 1645, 1651 (2017)
(“[W]hen there are multiple plaintiffs[,] [a]t least one plaintiff must have stand-
ing to seek each form of relief requested in the complaint.”).
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10 Opinion of the Court 21-12934
favorable to the party making the claims, and the pleading’s
well-pleaded facts are accepted as true.
Id. Although a complaint or
counterclaim need not contain detailed factual allegations, it must
include enough facts to state “a plausible claim for relief.”
Ashcroft
v. Iqbal, 556 U.S. 662, 679 (2009).
We review the denial of a motion to amend for an abuse of
discretion, but we review the legal conclusion that an amendment
would be futile
de novo.
Corsello v. Lincare, Inc., 428 F.3d 1008,
1012 (11th Cir. 2005). Under Federal Rule of Civil Proce-
dure 15(a)(2), leave to amend a pleading should be freely given so
long as the amendment would not be futile.
Hall v. United Ins. Co.
of Am., 367 F.3d 1255, 1262–63 (11th Cir. 2004). An amendment is
futile when, even with the proposed additions, the claim would be
subject to dismissal under Rule 12(b)(6).
Id. at 1263.
III. DISCUSSION
We first determine whether the counterclaimants failed to
state a breach-of-contract claim. Second, we consider whether the
counterclaimants stated a claim for breach of the implied warranty
of workmanlike performance. Third, we examine whether the
counterclaimants failed to state a claim for negligence. Fourth, we
review whether the district court erred in dismissing the claims
without affording leave to amend.
A. Breach-of-Contract Claim
The counterclaimants argue that their breach-of-contract
pleadings were not contradictory. They explain that they
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21-12934 Opinion of the Court 11
acquiesced to MPM’s requirement to leave the vessel in the water
over the weekend because MPM agreed to watch the vessel. So,
they argue, MPM breached the oral contract by leaving the vessel
unattended while it remained in the water over the weekend.
To establish a claim for breach of an oral maritime contract,
a plaintiff must prove (1) the terms of a maritime contract; (2) that
the contract was breached; and (3) the reasonable value of the pur-
ported damages.
Sweet Pea Marine, Ltd. v. APJ Marine, Inc.,
411 F.3d 1242, 1249 (11th Cir. 2005).
Here, accepting the well-pleaded facts as true and viewing
them in the light most favorable to the counterclaimants, the dis-
trict court correctly determined that the counterclaimants failed to
state a claim for breach of contract.
See Edwards, 602 F.3d at 1291.
Although the counterclaimants alleged that MPM breached the
parties’ oral agreement when it allowed the vessel to sit in the wa-
ter unattended over the weekend and sink, the amended complaint
nowhere alleged that MPM agreed to watch or attend the vessel
over the weekend.
See Iqbal, 556 U.S. at 679. Thus, the counter-
claimants failed to state a claim for breach of contract.
See Sweet
Pea Marine, Ltd., 411 F.3d at 1249. Even though they argued in a
footnote in their response to the motion to dismiss that they meant
to allege that the agreement required MPM to watch the vessel,
that is not what the amended counterclaim says.
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12 Opinion of the Court 21-12934
B. Breach-of-Implied-Warranty Claim
The counterclaimants next argue that the district court erred
in dismissing their breach-of-implied-warranty claim because they
sufficiently pled that MPM failed to perform in a workmanlike
manner the services that it agreed to perform under the oral con-
tract.
The implied warranty of workmanlike performance obli-
gates contractors to perform services “with reasonable care, skill,
and safety.”
Vierling v. Celebrity Cruises, Inc., 339 F.3d 1309, 1315
(11th Cir. 2003).
Here, accepting the well-pleaded facts as true and viewing
them in the light most favorable to the counterclaimants, the dis-
trict court correctly determined that the counterclaimants failed to
state a claim for breach of the implied warranty of workmanlike
performance.
See Edwards, 602 F.3d at 1291. First, there can be no
breach of the implied warranty unless there was a contract in the
first place, and as we have explained, here the counterclaimants
failed to allege a contract that required MPM to watch or attend
the vessel over the weekend.
See Vierling, 339 F.3d at 1315 (“Every
contract involving the rendering of services includes the implied
promise to perform
those services with reasonable care, skill, and
safety.” (emphasis added)). Second, as noted by the district court,
the counterclaimants failed to allege facts sufficient to demonstrate
how MPM performed the contracted-for services—docking, clean-
ing, washing, and hauling out—without reasonable care, skill, and
safety, such that MPM breached the implied warranty of
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21-12934 Opinion of the Court 13
workmanlike performance.
See Iqbal, 556 U.S. at 679. Instead, their
argument is essentially that because the vessel sank while under
MPM’s care, MPM must have failed to use reasonable care and skill
to ensure its safety. That is not enough to state a plausible claim for
breach of the implied warranty of workmanlike performance.
See
Vierling, 339 F.3d at 1315.9
C. Negligence Claim
The counter-claimants next argue that the district court im-
properly held that the existence of a contract barred their negli-
gence claim under the economic loss doctrine. They rely primarily
on the fact that in MPM’s motion to dismiss it challenged the exist-
ence of a contract. They point out that they pled their negligence
claim in the alternative, in the event the court ultimately concluded
there was no contract.
To plead negligence under maritime law, a plaintiff must al-
lege that “(1) the defendant had a duty to protect the plaintiff from
a particular injury; (2) the defendant breached that duty; (3) the
breach actually and proximately caused the plaintiff’s injury; and
9 Although the district court referred only to one of these reasons in conclud-
ing that the counterclaimants failed to state a claim for breach of the implied
warranty of workmanlike performance, it nevertheless came to the correct
conclusion.
See Thomas v. Cooper Lighting, Inc., 506 F.3d 1361, 1364 (11th
Cir. 2007) (“We may affirm the district court’s judgment on any ground that
appears in the record, whether or not that ground was relied upon or even
considered by the court below.”).
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14 Opinion of the Court 21-12934
(4) the plaintiff suffered actual harm.”
Chaparro v. Carnival Corp.,
693 F.3d 1333, 1336 (11th Cir. 2012).
We assume without deciding that the economic loss doc-
trine does not bar the negligence claim because, accepting the
well-pleaded facts as true and viewing them in the light most favor-
able to the counterclaimants, the counterclaimants nonetheless
failed to state a claim for negligence.
See Edwards, 602 F.3d at 1291.
They failed to allege facts sufficient to show that MPM had a duty
to protect the counterclaimants from the particular injury caused
by the second sinking and that MPM did or failed to do something
in breach of such a duty.
See Iqbal, 556 U.S. at 679. Their conclu-
sory allegations that MPM should have watched the vessel because
MPM knew that the vessel previously had sunk and sustained dam-
age to its hull are insufficient to establish that MPM should have
known that the vessel was liable to sink again—after having been
salvaged by BTS, put back in the water, and towed to MPM—and
that MPM had a duty to do something to prevent it from sinking.
Indeed, the amended complaint alleged that the counterclaimants
agreed to MPM’s plan to leave the vessel in the water to wash it
before hauling it out, and they of course knew that the vessel had
sunk previously and sustained hull damage. Thus, the counter-
claimants failed to state a claim for negligence.
See Chaparro,
693 F.3d at 1336.
D. Leave to Amend
The counterclaimants assert that the district court erred in
denying them the opportunity to amend their counterclaim on the
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21-12934 Opinion of the Court 15
ground that amendment would have been futile. We agree with
them that remand is necessary.
Many times, and in many contexts, we have admonished dis-
trict courts that their orders should contain sufficient explanation
of their rulings to provide this Court with an opportunity to engage
in meaningful appellate review.
See Clay v. Equifax, Inc., 762 F.2d
952, 957–58 (11th Cir. 1985) (collecting cases in which the Supreme
Court and this Court’s predecessor Court “urged the district court
to state the reason for its decision and the underlying predicate”).
In this case, the district court’s bare assertion that amendment to
the counterclaim would have been futile—without more—fails to
provide us with an opportunity to conduct meaningful appellate
review. For one thing, we are left unsure of whether the court rec-
ognized and considered the counterclaimants’ request to substitute
the word “watch” for “wash” in their amended counterclaim as a
request to amend the pleading. The district court construed the ref-
erence to the word “watch” as a typographical error. For another,
the district court left us without any explanation why any amend-
ment necessarily would be subject to dismissal under Rule 12(b)(6)
and therefore futile.
See Hall, 367 F.3d at 1263. The court’s order
merely stated in a footnote that a court
may deny leave to amend
if amendment would be futile; it did not address why amendment
would be futile here. Even though the district court may have good
reason to be suspicious of the counterclaimants’ desire to substitute
“watch” for “wash” in describing the parties’ oral contract, we
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16 Opinion of the Court 21-12934
cannot say that this amendment necessarily would fail at the mo-
tion-to-dismiss stage.
IV. CONCLUSION
For the foregoing reasons, we vacate the district court’s or-
der dismissing
with prejudice the amended counterclaim and re-
mand the case to the district court to revisit the issue of leave to
amend.
VACATED AND REMANDED.
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