Trident International Limited v. Imperial Majesty Cruise Line, LLC , 449 F. App'x 812 ( 2011 )

[DO NOT PUBLISH]
IN THE UNITED STATES COURT OF APPEALS
FOR THE ELEVENTH CIRCUIT FILED
________________________ U.S. COURT OF APPEALS
ELEVENTH CIRCUIT
DECEMBER 15, 2011
No. 10-14375
________________________ JOHN LEY
CLERK
D.C. Docket No. 0:08-cv-61277-WPD
TRIDENT INTERNATIONAL LIMITED,
llllllllllllllllllllllllllllllllllllllll Plaintiff - Appellant,
versus
IMPERIAL MAJESTY CRUISE LINE, LLC,
in personam,
M/V REGAL EMPRESS,
in rem,
CELEBRATION WORLD CRUISES, INC.,
lllllllllllllllllllllllllllllllllllllll lDefendants - Appellees.
________________________
Appeal from the United States District Court
for the Southern District of Florida
________________________
(December 15, 2011)
Before WILSON and COX, Circuit Judges, and RESTANI,* Judge.
PER CURIAM:
Trident International Limited (“Trident”) appeals the district court’s finding
that Imperial Majesty Cruise Line, LLC (“Imperial”) did not breach its contract
with Trident when it obtained misdirected arrow insurance for Trident. Because
the Food and Beverage Service Operating Agreement (“F&B Contract”) required
Imperial to obtain more than misdirected arrow insurance, we find that Imperial
breached the F&B Contract, and we reverse and remand for determination of
damages.
Trident entered into the F&B Contract with Imperial whereby Trident
agreed to provide concessionaire services aboard Imperial’s chartered ship and
Imperial promised to procure protection and indemnity insurance for Trident.
Section 10 of the F&B Contract states:
Imperial as operator of the vessel shall secure from its insurance
carrier Risk Insurance insuring Trident against all liability to its own
employees or liability to third persons and all other risks normally
covered under the terms and conditions of a standard Protection and
Indemnity policy where said risks are applicable to Trident, and to
furnish to Trident a certificate evidencing said Protection and
Indemnity Insurance to be in full force and effect and making Trident
as a co-insured under the coverage.
*
Honorable Jane A. Restani, Judge, United States Court of International Trade, sitting by
designation.
2
Imperial engaged the American Steamship Owners Mutual Protection and
Indemnity Association, Inc. (“American Club”) to provide the insurance required
under the F&B Contract. Imperial’s Certificates of Entry—documents showing
coverage exclusions—reflect that as an additional assured under the policy,
Trident was only covered by misdirected arrow insurance. Specifically, the
Certificate of Entry states that the American Club only covers Trident “insofar as
they may be found liable to pay in the first instance for loss or damage which is
properly the responsibility of [Imperial].”
We review unambiguous contract language de novo. Soncoast Cmty.
Church of Boca Raton, Inc. v. Travis Boating Ctr. of Fla., Inc., 981 So. 2d 654,
655 (Fla. Dist. Ct. App. 2008). The plain language of the F&B Contract requires
Imperial to obtain insurance for Trident to “insur[e] Trident against all liability to
its own employees or liability to third persons and all other risks normally covered
under the terms and conditions of a standard Protection and Indemnity policy
where said risks are applicable to Trident . . . .” (emphasis added). Misdirected
arrow insurance does not cover Trident’s liability to third persons or other risks
applicable to Trident because misdirected arrow insurance only covers such risks
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properly applicable to Imperial.1
Because Imperial breached the F&B Contract by providing Trident only
misdirected arrow insurance coverage, we reverse the district court and remand for
a determination of damages resulting from the breach.
REVERSED AND REMANDED.
1
Trident alternatively argues that they are entitled to return of premiums paid because the
insurance provided was of no benefit. Although the insurance Trident received did not meet the
requirements of the F&B Contract, Trident likely received some benefit from it. We leave this
issue for the district court to resolve on remand.
4