5D09-1781 Baron v. Osman

State: Florida

Court: Florida Fifth District Court

Docket No: 5D09-1781

Case Date: 06/28/2010

Preview:IN THE DISTRICT COURT OF APPEAL OF THE STATE OF FLORIDA FIFTH DISTRICT JANUARY TERM 2010

JOHNNY BARON, JR., Appellant, v. AHMED M. OSMAN A/K/A AHMEN M. OSMAN, et al., Appellees. ________________________________/ Opinion filed July 2, 2010 Appeal from the Circuit Court for Volusia County, John V. Doyle, Judge. Johnny Baron, Jr., DeLand, pro se. No appearance for Appellee. PER CURIAM. Johnny Baron, Jr., challenges the dismissal of his lawsuit against Cypress Tours, Inc., and Ahmed M. Osman, individually. We reverse. Baron's claims are based upon an alleged agreement between Baron and Osman to cooperate in the undertaking of Cypress Tours, a one-bus charter business founded by Osman. The attachments to the complaint indicate Baron was issued 3030 shares in Cypress Tours and was appointed vice president and director of operations. Baron alleged that he and Osman orally agreed to equally split sixty percent of the gross income and that Osman failed to pay Baron his share of the gross proceeds before Case No. 5D09-1781

terminating their business relationship.

Baron's second amended complaint sought

damages from Cypress Tours and Osman for breach of contract and unjust enrichment. Without explanation, the trial court dismissed Baron's second amended complaint with prejudice. We review de novo the dismissal and accept all well-pled allegations as true. See Labance v. Dawsy, 14 So. 3d 1256, 1258 (Fla. 5th DCA 2009). To state a cause of action for breach of contract, a complaint need only allege facts that establish the existence of a contract, a material breach, and resulting damages. Friedman v. N.Y. Life Ins. Co., 985 So. 2d 56, 58 (Fla. 4th DCA 2008). A valid contract arises when the parties' assent is manifested through written or spoken words, or "inferred in whole or in part from the parties' conduct." Commerce P'ship v. Equity Contracting Co., 695 So. 2d 383, 385 (Fla. 4th DCA 1997). A contract based on the parties' words is characterized as express, whereas, a contract based on the parties' conduct is said to be implied in fact. Id. The only distinction between an express and implied-in-fact contract is the manner in which the parties' assent is manifested or proven. See 1-1 Arthur L. Corbin, Corbin on Contracts

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