When someone hires a company to handle their property, money, or affairs, the relationship usually starts with a contract. But what happens when that company does something far worse than simply falling short — like selling property it was only supposed to manage? Can the owner sue for negligence, or are they limited to a breach-of-contract claim?
That distinction matters because contract remedies and tort (negligence) remedies can look very different. People and businesses often want the flexibility of a tort claim, while the law also protects the bargains that parties freely make. Courts have long wrestled with where to draw the line.
A recent decision from Florida’s Sixth District Court of Appeal, Atout v. Rozanc, works through exactly this problem — and even asks the Florida Supreme Court for guidance on how the rule should be applied going forward.
Key Takeaway
Under Florida’s “independent tort doctrine,” a party generally cannot repackage a broken contract as a negligence claim unless the wrongdoing violates a duty the law imposes on its own — not just a promise made in the contract.
The question is more specific:
- Where does the duty come from — the contract, or a duty society imposes?
- Is the bad conduct something more than a failure to perform the contract?
- What kind of harm is claimed — purely economic, or personal/physical injury?
What happened in this case?
According to the opinion, an investor living abroad bought rental homes in Florida and placed them in a trust he controlled. He hired a property manager and later signed a management agreement with her new company, which promised to manage, operate, and lease the homes.
As alleged, for four of the eighteen homes, the company did not lease them — it sold them without the trust’s knowledge or consent, including one sale the manager made to herself. After discovering this, the trust brought a quiet-title action, eventually regaining ownership, and then added claims for breach of contract and negligence to recover its losses.
Why did the court revive the breach-of-contract claim?
The trial court had dismissed the contract claim, reasoning that because the agreement covered leasing rather than selling, an unauthorized sale could not be a breach. The appellate court disagreed and reversed.
The court explained that a contract does not need to spell out every possible way it might be broken. Selling the homes took away the company’s ability to manage, operate, and lease them — the very obligation it had agreed to perform. The court also noted the complaint identified other specific breaches, such as failing to account for rental income and improperly keeping security deposits, that matched specific duties in the agreement.
Why was the negligence claim against the company dismissed?
Here the court sided with the trial court. It explained that Florida uses a “boundary” concept — the independent tort doctrine — to keep contract disputes from being turned into tort claims. The court described several considerations courts weigh in deciding whether a tort is truly “independent.”
How courts look at “independent” torts
The opinion identifies factors that can indicate whether a negligence claim stands apart from a contract: the source of the duty (contract or society), whether the conduct goes beyond simply breaking the contract, the nature of the harm claimed, and public-policy exceptions the law has long recognized.
Applying those considerations, the court found the negligence claim against the company was really the contract claim in different clothing. The duty came from the management agreement, the conduct complained of was the same failure to perform, and the damages sought — the value of the homes and lost rent — were purely economic. There was no personal injury or independent duty imposed by law.
What about the individual employee?
The trust also sued the individual manager, even though she was not personally a party to the contract. The court held that when an officer or employee’s liability arises solely from performing the company’s contractual duties, that person is generally shielded by the same doctrine.
The court reasoned that a corporation can only act through its people, so allowing suits against employees would undermine the boundary the doctrine is meant to protect. It acknowledged this creates tension with another appellate decision that limited the doctrine to parties actually in the contract, and it recognized that a different situation — such as one involving fraudulent representations — might come out differently.
Why does this matter, and what did the court ask the Supreme Court?
This decision illustrates a recurring reality in Florida law: how a claim is labeled — contract or tort — can shape what remedies are available. The court was candid that no single, universal test currently exists for identifying an “independent” tort, and that different courts emphasize different factors.
Because of that uncertainty, the court certified two questions of great public importance to the Florida Supreme Court: how courts should distinguish an “independent” tort from a “dependent” one, and whether the doctrine shields non-party employees when their liability comes only from deficient performance of the company’s contractual duty. The final result here was a partial win for each side — the contract claim proceeds, while the negligence claims were dismissed.
Disclaimer: This post is for general information only, is not legal advice, does not create an attorney-client relationship, and does not predict or guarantee any result. The hiring of a lawyer is an important decision that should not be based solely upon advertisements. Before deciding, ask for free written information about the lawyer’s qualifications and experience.