## Facts

- Family Dollar leased retail premises from property owner Terry Tsafatinos; the lease gave Family Dollar possession of the store premises.
- A Family Dollar employee, David Sugas, allegedly stepped on an uneven concrete floor in the store backroom, fell, and injured his knee.
- Family Dollar paid workers’ compensation benefits to Sugas for the workplace injury.
- Sugas and his wife sued Tsafatinos and Sigma TAF Management, Inc., alleging negligent maintenance of the premises, including failure to repair the backroom floor, and seeking damages (including loss of consortium).
- Tsafatinos and Sigma filed a third-party complaint against Family Dollar asserting (1) common-law indemnity and (2) breach of contract based on lease provisions assigning maintenance/repair responsibilities and risk allocation.
- Family Dollar moved to dismiss; the trial court dismissed the third-party complaint with prejudice.
- Tsafatinos and Sigma appealed.

## Issues

1. Whether a landlord sufficiently pleads common-law indemnity against a tenant-employer when the underlying complaint alleges the landlord’s direct negligence rather than purely vicarious or technical liability.
2. Whether a landlord states a claim for breach of contract against a tenant-employer based on lease provisions allocating maintenance/repair duties and related loss shifting, notwithstanding workers’ compensation exclusivity.

## Decision

- The appellate court affirmed dismissal of the common-law indemnity claim.
- The court held that common-law indemnity remains viable in Florida after the statutory abolition of joint and several liability, but it is narrowly available.
- The court concluded indemnity was not properly pled because the underlying complaint alleged direct negligence by Tsafatinos and Sigma, not liability that was solely vicarious, constructive, derivative, or technical.
- The appellate court reversed dismissal of the breach-of-contract claim and remanded for further proceedings.
- The court held that the pleaded lease-based duties and alleged breach were sufficient at the motion-to-dismiss stage, and workers’ compensation exclusivity did not automatically bar an independent contract claim between landlord and tenant.

## Legal Principles

- Common-law indemnity is distinct from contribution and is not eliminated by Florida’s statutory changes to joint and several liability.
- Common-law indemnity requires: (1) a special relationship between the parties, (2) the indemnitee’s absence of fault, and (3) the indemnitor’s sole fault such that the indemnitee’s liability is purely vicarious, constructive, derivative, or technical.
- If the underlying pleadings allege the proposed indemnitee’s direct negligence, common-law indemnity is not available.
- Workers’ compensation exclusivity as to an employee does not necessarily preclude a separate breach-of-contract claim by a third party against the employer based on an independent agreement allocating maintenance obligations or loss.

## Conclusion

The court held that common-law indemnity was unavailable because the pleadings alleged the landlord’s direct negligence, but it allowed the landlord to pursue a lease-based breach-of-contract claim against the tenant-employer for alleged failure to perform contractual maintenance and risk-allocation obligations.


Tsafatinos v. Fam. Dollar Stores of Fla., Inc., 116 So. 3d 576 (Fla. 2d DCA 2013)