200 E Flagler Development, LLC v. FFD, Inc. d/b/a Tai Architecture & Design, Inc.

Summary

The Florida Third District Court of Appeal affirmed dismissal of 200 E Flagler Development, LLC’s third-party beneficiary breach of contract claim against FFD, Inc. The court held that the operative complaint failed to allege the contracting parties’ clear or manifest intent to primarily and directly benefit the appellant, and that the attached contract negated an express contractual basis for the claim.

Holdings

1. A plaintiff must allege the existence of a contract, the contracting parties' clear or manifest intent that the contract primarily and directly benefit the third party, breach of the contract by a contracting party, and damages to the third party resulting from the breach.
2. Appellant did not state a third-party beneficiary breach-of-contract claim because the operative complaint failed to allege the contracting parties' intent to primarily and directly benefit appellant, and the attached contract negated an express contractual basis for the claim.

Questions Presented

1. Whether the operative complaint adequately pleaded a third-party beneficiary breach-of-contract claim.
2. Whether dismissal was proper where the complaint failed to allege the contracting parties' clear or manifest intent to primarily and directly benefit the alleged third-party beneficiary and the attached contract negated an express contractual basis for the claim.

Disposition

affirmed