## Facts

- Pier 1 Cruise Experts, a Brazilian cruise-focused travel agency, sought a Portuguese-language online booking platform with prices in Brazilian reais and sub-agent booking capability.
- Revelex Corp., a Florida software company, agreed to provide a customized solution and estimated completion in about six months once work began.
- The parties executed (1) a Service Agreement granting access to Revelex’s proprietary booking engine for licensing fees and (2) a separate Scope of Work (SOW) detailing custom deliverables for Pier 1’s website.
- The Service Agreement contained a broad limitation-of-liability provision stating Revelex would not be liable for “any” damages of any kind, in contract or tort, and that Pier 1 waived “any and all claims” arising out of the agreement; a separate provision purported to cap liability at $100.
- The custom software was not completed and did not function as required after years; Pier 1 stopped paying licensing fees, and Revelex terminated access.
- Pier 1 sued for breach of contract, fraudulent misrepresentation, negligent misrepresentation, and unjust enrichment, seeking damages including lost profits and attorneys’ fees.
- The district court held the Service Agreement unenforceable as illusory due to the exculpatory clause, but treated the SOW as an independent, enforceable contract; a jury found Revelex breached the SOW and awarded contract damages.
- The district court granted judgment as a matter of law to Revelex on lost profits after excluding Pier 1’s financial manager’s damages projections as overly speculative, and it denied attorneys’ fees.

## Issues

1. Whether the SOW was an independent contract enforceable apart from the Service Agreement.
2. Whether Pier 1 presented legally sufficient evidence of lost profits with reasonable certainty.
3. Whether Pier 1 was entitled to recover attorneys’ fees.
4. Under Florida law, whether an exculpatory clause purporting to bar liability for “any” damages in contract or tort is enforceable, renders the contract illusory, or can be construed more narrowly to preserve the contract.

## Decision

- Affirmed that the SOW existed independently of the Service Agreement, leaving the jury’s SOW breach verdict intact.
- Affirmed judgment as a matter of law for Revelex on lost profits because Pier 1’s proof was too speculative to meet the reasonable-certainty standard.
- Affirmed denial of attorneys’ fees to Pier 1.
- Certified to the Florida Supreme Court the question of how Florida law treats an exceptionally broad exculpatory clause and whether it is enforceable, makes the contract illusory, or is susceptible to a narrowing construction.

## Legal Principles

- Contract interpretation and preservation: Separate writings may be enforced as independent contracts where supported by the record and appellate arguments to the contrary are waived.
- Lost profits under Florida law require proof with reasonable certainty; projections grounded in generalized expectations rather than reliable data are not recoverable.
- Attorneys’ fees generally require a clear contractual or statutory basis; uncertainty about the validity and effect of the relevant contract provisions can defeat fee recovery.
- Federal appellate courts may certify unsettled, significant state-law questions to the state’s highest court, particularly where competing lines of state authority point to different outcomes.

## Conclusion

The Eleventh Circuit left intact the SOW-based liability and the trial court’s rejection of lost profits and attorneys’ fees, while seeking authoritative guidance from the Florida Supreme Court on whether an unusually sweeping exculpatory clause is enforceable, voids a contract as illusory, or should be construed more narrowly to preserve enforceability.


Pier 1 Cruise Experts v. Revelex Corp., 929 F.3d 1334 (11th Cir. 2019)