[ DO NOT PUBLISH] 

## In the 

# United States Court of Appeals For the Eleventh Circuit

____________________
No. 21

- 12934
Non

- Argument Calendar

____________________
NAVAL LOGISTICS, INC., d.b.a. Middle Point Marina,
Plaintiff

- Counter Defendant

- Appellee, BISCAYNE TOWING & SALVAGE, INC.,
Intervenor

- Appellee,

versus M/V PETRUS, in rem, GREG PACK, in persona, CHARTERED YACHTS MIAMI LLC, USCA11 Case: 21-12934 Date Filed: 09/12/2022 Page: 1 of 162 Opinion of the Court 21

- 12934

Defendants

- Counter Claimants

- Appellants.

____________________ Appeal from the United States District Court for the Southern District of Florida D.C. Docket No. 1:21

- cv

- 20556

- KMM

____________________ Before J ILL P RYOR , L UCK , and L AGOA , Circuit Judges.
PER CURIAM : The luxury motor yacht M/V Petrus ( the “vessel”) sank twice: first in the Miami River and second at Middle Point Marina’s (“MPM”) shipyard. The vessel, along with its owners
, Chartered Yachts Miami, LLC (“CYM”) and CYM’s principal, agent, and beneficial owner
, Greg P ack ( c ollectively, the “ counterclaimants ”) , appeal the district court’s dismissal with prejudice of their amended counterclaim against MPM . In the amended counterclaim, the counterclaimant s asserted t hree claims: breach of contract
, breach of the implied warranty of workmanlike performance
,

0F 1 and negligence.

1 T he amended counterclaim asserted claims for breach of the implied warranty of workmanlike performance (Count I) and negligence (Count II) . But the district court construed the breach

- of

- implied

- warranty claim as if it were two distinct claims , one for breach of contract and one for breach of the USCA11 Case: 21-12934 Date Filed: 09/12/2022 Page: 2 of 1621

- 12934 Opinion of the Court 3 There are four issues on appeal. The counterclaimants , now the appellants, challenge the district court’s dismissal o f their (1) breach

- of

- contract claim, (2) breach

- of

- implied

- warranty claim, and ( 3 ) negligence claim and the court’s ( 4 ) denial of leave to amend on the ground that amendment would have be en futile . After careful review, we vacate the district court ’s order on the four th issue and reman d for the district court to enter a reasoned order on the counterclaimants’ request for leave to amend

. I. BACKGROUND 2

MPM operated a shipyard in Miami, Florida. After the vessel sank at its shipyard, MPM filed an action a gainst the vessel and Pack , bringing claims for breach of contract and a maritime lien for necessaries, storage, and salvage services. MPM alleged that, in December 2020
, after the vessel had sunk in the Miami River ( the “ first sinking”)
, MPM picked up, towed, delivered, and stored the vessel

implied warranty of workmanlike performance. B ecause the parties do not challenge this construction on appeal, we construe the claim as the district court did

. 2 Given our standard of review, w e recite the facts in the light most favorable to the counterclaimants. See Edwards v. Prime, Inc.
, 602 F.3d 1276, 1291 (11th Cir. 2010) ( explaining that when reviewing the dismissal of a pleading on a motion to dismiss for failure to state a claim on which relief may be granted
, we accept as true the well

- pleaded facts in the pleading)

. USCA11 Case: 21-12934 Date Filed: 09/12/2022 Page: 3 of 164 Opinion of the Court 21

- 12934
at its shipyard according to Pack’s instructions

. Two days later, 3 the vessel sank again ( the “ second sinking”). MPM then “ salvaged, dewatered, floated, lifted, hauled out [ , ] and blocked the [vessel] on l and in MPM’s yard

. ” Doc. 1 at 2. 4 MPM further alleged that
, after the second sinking
, it reached an agreement with Pack regarding storage , payment, and removal of the vessel

. Despite the agreement, MPM alleged, Pack failed to remove the vessel by the agre ed date or pay outstanding fees owed to MPM

. As a result, MPM moved for issuance of an arrest warrant for the vessel and for appointment of a substitute custodian

. The district court granted the motions and appointed MPM as substitute custodian of the vessel. 5
CYM filed a “ Verified Claim of Owner, ” thus appearing in the law suit as the owner of the vessel. Doc. 36. The counterclaimants then filed their answer to MPM’s complaint along with a counterclaim against MPM. In the operative counterclaim (the amended counterclaim ) , the counterclaimants asserted two causes of action

3 MPM’s complaint allege d that the second sinking happened three days later. The amended counterclaim allege d that it happened two days later. For purposes of this appeal, we assume that the sinking happened two days later because we accept as true the well

- pleaded facts in the amended counter claim

. See Edwards
, 602 F.3d at 1291

. 4 “Doc.” numbers refer to the district court’s docket entries.

5 Another entity, Biscayne Towing & Salvage, Inc. (“BTS”) , intervened as a p laintiff to assert claims against Pack and the vessel for services it performed related to the first sinking. BTS is only nominally a part of this appeal because it was not a party to the amended counterclaim or MPM’s motion to dismiss. USCA11 Case: 21-12934 Date Filed: 09/12/2022 Page: 4 of 1621

- 12934 Opinion of the Court 5
against MPM : breach of implied warranty of workmanlike performance (Count I) and, in the alternative, negligence (Count II). 6
The counterclaimants alleged that, after the first sinking in November 2020, the vessel was recovered and placed in dry storage. MPM then o ffered its shipyard and storage services to the counterclaimants , knowing that the vessel previously had s u nk and suffered significant hull damage. In December 2020, the vessel was removed from dry storage , placed in the water, and towed to MPM. I t appears that t he counterclaimants initially expected MPM to haul the vessel out of the water upon its arrival at MPM

. See Doc. 57 at 4 (“ Rather than haul out the [v]essel on arrival

. . .”). But MPM told them that the vessel needed to be washed and cleaned before the haul

- out, which would require it to be left in the water over the weekend. “ T he parties [orally] agreed that the [v]essel would be in MPM’s care and custody over the weekend, then after MPM finished washing the [v]essel, it would be lifted out of the water and stored in MPM’s dry storage to begin the repair process to fix the damage from the first sinking.” Id. at 5. Two days later, before MPM hauled t he vessel out of the water , it sank for the second time as it sat in the w ater unattended

. The counterclaimants alleged that MPM delayed the haul

- out and exposed the vessel to the foreseeable danger of a second sinking.

6 The counterclaimants also al leged that CYM was the registered corporate owner of the vessel and that Pack did not enter into the original shipyard agreement with MPM individually, but rather on behalf of CYM. USCA11 Case: 21-12934 Date Filed: 09/12/2022 Page: 5 of 166 Opinion of the Court 21

- 12934

In Count I of the amended complaint , the counterclaimants alleged t hat MPM breached th e oral agreement between CYM and MPM “when it knowingly allowed the [v]essel to sit in the water unattended at their dock over the weekend

. . . and furthermore allowed the [v]essel to sink at its facility. ” Id. at 6. The y also alleged that MPM breached the impl ied warranty of workmanlike performance when it failed to “protect the [v]essel from damage while [the vessel] was docked at [MPM’s] own facility.

. .” and “ exercise reasonable care, safety [ , ] and skill when it delayed the haul out of the damaged [v]essel [] and left it unattended over the weekend.” Id. at 5

– 7.
In Count II, the counterclaimants alleged , in the alternative, that MPM was negligent because , as a full

- service shipyard, it owed them a duty to exercise reasonable care in storing their vessel while it was docked at the shipyard . MPM breached its duty when it “ allowed the [v]essel to sit in the water for days while [it] knew that the [v]essel had hull damage from the first sink ing.” Id. at 8. Th is breach of duty actually and proximately caused damages
, the counterclaimants alleged, because the second sinking caus ed additional

water damage to the vessel

. MPM moved to dismiss the amended counterclaim for failure to sta te a claim. 7 It argued that the counterclaimants failed to

7 MPM and BTS also moved for interlocutory sale of the vessel pursuant to Supplemental Rule for Admiralty or Maritime Claims E(9) . T he district court USCA11 Case: 21-12934 Date Filed: 09/12/2022 Page: 6 of 1621

- 12934 Opinion of the Court 7

state a claim and made contradictory allegations as between their initial counterclaim and their amended counterclaim

. In their response to the motion to dismiss, t he counterclaimants refut ed MPM’s arguments t hat they made contradictory allegations and failed to state a claim. In a footnote, the y explained that the amended counterclaim should have said that MPM agreed to watch the vessel prior to haul

- out, not wash the vessel . Doc. 61
at 4 n.1. The y asked the district court to allow them either to substitute the words or to amend the pleadings for accuracy ; they maintained that the error was based on a misunderstanding between the client s and the ir attorneys. MPM replied, reiterating the arguments in its motion to dismiss. It added that the counterclaimants attempted to change the facts in their response , point ing , among other things
, to the new assertion that MPM agreed “to provide dockage and ‘watch’ the [v]e ssel before hauling it out.” Doc. 62 at 3. The district court granted the motion to dismiss the amended counterclaim. The court agreed with MPM that the counterclaimants made contradictory allegations in their pleadings but declined to dismiss the amended counterclaim on that basis

.

granted their motion in the same order in which it granted the motion to dismiss. The vessel was sold in September 2021

. On appeal, t he counterclaimants do not challenge the interlocutory sale. Thus, we deem abandoned any challenge to the sale

. See Sapuppo v. Allstate Floridian Ins. Co. , 739 F.3d 678, 680 (11th Cir. 2014). USCA11 Case: 21-12934 Date Filed: 09/12/2022 Page: 7 of 168 Opinion of the Court 21

- 12934

The court noted MPM’s observation in its reply that the counterclaimants ’ response maintained that the agreement was to provide dockage and “watch” the vessel before hauling it out

— but the

court construed MPM’s reference to “watch” as a “ typographical error that was intended to be ‘ wash. ’ ” Doc. 63 at 6 n.2. The district

court otherwise failed to address the counterclaimants ’ request to amend their pleadings to substitute the word “watch” for “wash.” Turning to Count I , the district court held that the amendedcounterclaim failed to plead facts in support of its conclusory allegations that MPM breached the oral contract. The court noted that, although the counterclaimants alleged that MPM delayed the haul

out, th e y also alleged that the parties agreed the vessel would be in MPM’s care and custody over the weekend and that it would be washed before it was hauled out of the water

. T he district court further held that the counterclaimants failed to allege in Count I sufficient facts to support their claim that MPM breached the implied warranty of workmanlike performance. The court explained that the counterclaimants did not allege any facts showing that MPM failed to perform the allegedly contracted

- for services competently, safely, or timely.

A s to Count II, the district court dismissed the negligence claim on the ground that the alleged negligent conduct arose out of the parties’ oral contract and thus was barred by the economic loss doctrine, which ba rs a tort action where the basis for liability arises from a contract. USCA11 Case: 21-12934 Date Filed: 09/12/2022 Page: 8 of 1621

- 12934 Opinion of the Court 9

The district court dismissed Counts I and II with prejudice, concluding that it could, sua sponte or on motion, deny leave to amend if am endment would be futile.
Th is is the countercl aimants ’ appeal. 8
II. STANDARDS OF REVIEW
We review de novo the district court’s dismissal of a pleading under Fed eral R ule of Civ il P rocedure 12(b)(6). Edwards v. Prime, Inc. , 602 F.3d 1276, 1291 (11th Cir. 2010). When we review a Rule 12(b)(6) dismis sal, we review the pleading in the light most

8 In MPM’s brief on appeal
, it argues that CYM lac ks standing to bring claims on behalf of the vessel and is barred from recovering for damage to the vessel

. MPM explains that CYM no longer has a property interest in the vessel since it was sold via the interlocutory sale. We are un persuaded

. “To have standing, a plaintiff must show (1) he has suffered an injury in fact . . . ; (2) the injury is fairly traceable to conduct of the [counter

- ] defendant; and (3) it is likely, notjust merely speculative, that the injury will be redressed by a favorable decision.” Kelly v. Harris , 331 F.3d 817, 819

– 20 (11th Cir. 2003). CYM, the registered corporate owner of the vessel, suffered an injury

- in

- fact when its vessel was damaged by sinking . The injury is fairly traceable to MPM, as the vessel was in its custody and control during the second sinking

. The injury is redressable because, despite the interlocutory sale of the vessel, if CYM were to prevail on its amended counterclaim , MPM could be required to pay money damages to CYM because at time of sale the vessel wa s worth less due to the damage incurred in the second sinking

. See id. And because only one plaintiff must have standing to seek each form of relief requested in the complaint, we decline to address MPM’s arguments that Pack and the vessel lack standing. Town of Chester, N.Y. v. Laroe Estates, Inc. , 137 S. Ct. 1645, 1651 (2017) ( “[W]hen there are multiple plaintiffs[,] [a]t least one pl aintiff must have standing to seek each form of relief requested in the complaint.” ). USCA11 Case: 21-12934 Date Filed: 09/12/2022 Page: 9 of 1610 Opinion of the Court 21

- 12934

favorable to the party making the claims, and the plea ding’s well

- pleaded facts are accepted as true. Id. Although a complaint or counterclaim need not contain detailed factual allegation s, it must include enough facts to state “ a plausible claim for relief.” Ashcroft v. Iqbal
, 556 U.S. 662, 679 (2009)

. We review the denial of a motion to amend for an abuse of discretion, but we review the legal conclusion that an amendment would be futile de novo

. Corsello v. Lincare, Inc. , 428 F.3d 1008, 1012 (11th Cir. 2005)

. Under Federal Rule of Civil Procedure 15(a)(2), leave to amend a pleading should be freely given so long as the amendment would not be futile. Hall v. United Ins. Co. of Am. , 367 F.3d 1255, 1262

– 63 (11th Cir. 2004). An amendment is futile when , even with the proposed additions , the claim would be subject to dismissal under Rule 12(b)(6). I d. at 1263.
III. DISCUSSION
We first determine whether the counterclaimants failed to state a breach

- of

- contrac t claim

. Second, we consider whether the counterclaimants stated a claim for breach of the implied warranty of workmanlike performance. Third , we examine whether th e counterclaimants failed to state a claim for negligence

. Fourth
, we review whether the district court erred in dismissing the claims without afford ing leave to amend

. A. Breach

- of

- Contract Claim
The counterclaimants argue that their breach

- of

- contract pleadings were not contradictory. They explain that they USCA11 Case: 21-12934 Date Filed: 09/12/2022 Page: 10 of 1621

- 12934 Opinion of the Court 11 acquiesced to MPM’s requirement to leave the vessel in the water over the weekend because MPM agreed to watch the vessel. So, they argue
, MPM breached the oral contract by leaving the vessel unattended while it remained in the water over the weekend

. To establish a cl aim for b r each of an oral maritime contract, a plaintiff must prove (1) the terms of a maritime contract; (2) that the contract was breached; and (3) the reasonable value of the purported damages. Sweet Pea Marine, Ltd. v. APJ Marine, Inc.
, 411 F.3d 1242, 1249 (11th Cir. 2005). Here, accepting the well

- pleaded facts as true and viewing them in the light most favorable to the counterclaimants , the district court correctly determined that the counterclaimants failed to

state a claim for breach of contract. Se e Edwards
, 602 F.3d at 1291

. Although t he counterclaimants alleged that MPM breached the parties’ oral agreement when it allowed the vessel to sit i n the water unattended over the weekend and sink
, t he amended complaint nowhere alleged that MPM agreed to watch or attend the vessel

o ver the weekend. See Iqbal
, 556 U.S. at 679. Thus , the counterclaimants failed to state a claim for breach of contract. See Sweet Pea Marine, Ltd. , 411 F.3d at 1249. Even though they argued in a footnote in t heir r esponse to the motion to dismiss that the y meant to allege that the agreement required MPM to watch the vessel, that is not what the amended counterclaim says. USCA11 Case: 21-12934 Date Filed: 09/12/2022 Page: 11 of 1612 Opinion of the Court 21

- 12934

B. Breach

- of

- Implied

- Warranty Claim
T he counterclaimants next argue that the district court erred in dismissing their breach

- of

- implied

- warranty claim because they sufficiently pled that MPM failed to perform in a workmanlike

manner the services that it agreed to perform under the oral contract

. The implied warranty of workmanlike performance obligates contractors to perform services “ with reasonable care, skill, and safety.” Vierling v. Celebrity Cruises , Inc. , 339 F.3d 1309, 1315 (11th Cir. 2003). Here, accepting the well

- pleaded facts as true and viewing them in the light most favorable to the counterclaimants , the district court correctly determin ed that the counterclaimants failed to

state a claim for breach of the implied warranty of workmanlike performance. See Edwards
, 602 F.3d at 1291. First, there can be no breach of the implied warranty unless there was a contract in the first place , and as we have explained, here the counterclaimants failed to al lege a contract that required MPM to watch or attend the vessel over the weekend. See Vierling
, 339 F.3d at 1315 (“ Every contract involving the rendering of services includes the implied promise to perform those services with reasonable care, skill, and

sa fety. ” (emphasis added)). Second, as noted by the district court, the counterclaimants failed to allege facts sufficient to demonstrate how MPM perform ed the contracted

- for services

— docking, cleaning, washing, and hauling out

— with out reasonable care, skill, and safety, such that MPM breached the implied warranty of USCA11 Case: 21-12934 Date Filed: 09/12/2022 Page: 12 of 1621

- 12934 Opinion of the Court 13 workmanlike performance

. See Iqbal
, 556 U.S. at 679. Instead, the ir argument is essentially that because the vessel sank while under MPM’s care, MPM must have failed to use reasonable care and skill

to ensure its safety. Th at is not enough to state a plausible claim for breach of the implied warranty of workmanlike performance

. See Vierling
, 339 F.3d at 1315

. 9
C

. Negligence Clai m The counter

- claimants next argue that the district court improperly held that the existence of a contract bar red their negligence claim under the economic loss doctri ne. They rely primarily on the fact that in MPM’s motion to dismiss it challenged the existence of a contract. They point out that they pled their negligence claim in the alternative, in the event the court ultimately conclude d there was no contract.To plead negligence under maritime law, a plaintiff must allege that “ (1) the defendant had a duty to protect the plaint iff from a particular injury; (2) the defendant breached that duty; (3) the breach actually and proximately caused the plaintiff’s injury; and

9 Although the district court referred only to one of these reasons in concluding that the counterclaimants failed to state a claim for breach of the implied warranty of workmanlike performance, it nevertheless came to the correct conclusion. See Thomas v. Cooper Lighting, Inc. , 506 F.3d 1361, 1364 (11th Cir. 2007) (“ We may affirm the district court ’ s judgment on any ground that appears in the record, whether or not that ground was relied upon or even considered by the court below. ”). USCA11 Case: 21-12934 Date Filed: 09/12/2022 Page: 13 of 1614 Opinion of the Court 21

- 12934
(4) the plaintiff suffered actual harm. ” Chaparro v. Carnival Corp.
, 693 F.3d 1333, 1336 (11th Cir. 2012).

W e assum e without deciding that the economic loss doctrine does not bar the negligence claim because
, accepting the well

- pleaded facts as true and viewing them in the light most favorable to the counterclaimants, the counter claimants nonetheless failed to sta te a claim for negligence

. See Edwards
, 602 F.3d at 1291. The y failed to allege facts sufficient to show that MPM had a duty to protect the counterclaimants from the particular injury caused by the second sinking and that MPM did or failed to do something in breach of such a duty

. See Iqbal
, 556 U.S. at 679. Their conclusory allegations that MPM should have watched the vessel because MPM knew that the vessel previously had sunk and sustained damage to its hull are insufficient to establish that MPM should have known that the vessel was liable to sink again

— after having been salvaged by BTS
, put back in the water , and towed to MPM

— and that MPM had a duty to do something to prevent it from sinking

. Indeed, the amended complaint alleged that the counte rclaimants agreed t o MPM’s plan to leave the vessel in the water to wash it before hauling it out , and they of course knew that the vessel had sunk previously and sustained hull damage

. Thus, the counterclaimants failed to state a claim for negligence. See Chaparro
, 693 F.3d at 1336.
D. Leave to Amend
T h e counterclaimants assert that the district court erred in de n ying them the opportunity to amend the ir counterclaim on the USCA11 Case: 21-12934 Date Filed: 09/12/2022 Page: 14 of 1621

- 12934 Opinion of the Court 15 ground that amendment would have been futile

. W e agree with them that remand is necessary

.Many times, and in many contexts, we have admonished district courts that their orders should contain sufficient explanation of their rulings to provide this Court with an opportunity to engage in meaningful appellate review. See Clay v. Equifax, Inc.
, 762 F.2d 952, 957

– 58 (11th Cir. 1985) (collecting cases in which the Supreme Court and this Court’s predecessor Court “urged the district court to state the reason for its decision and the underlying predicate”). In this case, the d istrict court’s bare assertion that amendment to the counterclaim would have been futile

— without more

— fail s to provide us with an opportunity to conduct meaningful appellate review. F or one thing , we are left unsure of whether the court recognized and con sidered the counterclaimants’ request to substitute the word “watch” for “wash” in their amended counterclaim as a request to amend the pleading . The district court construed the reference to the word “watch” as a typographical error. For another
, the district court left us without any explanation why any amendment necessarily would be subject to dismissal under Rule 12(b)(6) and therefore futile

. See Hall , 367 F.3d at 1263

. The court’s order merely stated in a footnote that a court may deny leave to amend if amendment would be futile; it did not address why amendment would be futile here. Even though the district court m ay have good reason to be suspicious of the counterclaimants’ desire to substitute “watch” f or “wash” in describing the parties’ oral contract, we USCA11 Case: 21-12934 Date Filed: 09/12/2022 Page: 15 of 1616 Opinion of the Court 21

- 12934 cannot say that t his amendment necessarily would fail at the motion

- to

- dismiss stage.
IV. CONCLUSION For the foregoing reasons
, we vacate the district court’s order dismis sing with prejudice the amended counterclaim and remand the case to the district court to revisit the issue of leave to amend

. VACATED AND REMANDED. USCA11 Case: 21-12934 Date Filed: 09/12/2022 Page: 16 of 16