[DO NOT PUBLISH]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 16
2 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 JILL PRYOR, LUCK, and LAGOA, 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 Pack (collectively, the “counterclaimants”), appeal the district court’s dismissal with prejudice of their amended 

counterclaim against MPM. In the amended counterclaim, the 

counterclaimants asserted three claims: breach of contract, breach 

of the implied warranty of workmanlike performance,0F

1 and negligence. 

1 The 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 16
21-12934 Opinion of the Court 3

There are four issues on appeal. The counterclaimants, now 

the appellants, challenge the district court’s dismissal of 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 been futile. After careful review, we vacate the district court’s order on the fourth

issue and remand for the district court to enter a reasoned order on 

the counterclaimants’ request for leave to amend. 

I. BACKGROUND2 

MPM operated a shipyard in Miami, Florida. After the vessel 

sank at its shipyard, MPM filed an action against 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. Because the parties do not 

challenge this construction on appeal, we construe the claim as the district 

court did. 

2 Given our standard of review, we 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 16
4 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 

land 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 agreed 

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 lawsuit 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 alleged that the second sinking happened three days later. 

The amended counterclaim alleged 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 counterclaim. 

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 

plaintiff 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 16
21-12934 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 offered its shipyard and storage services to the

counterclaimants, knowing that the vessel previously had sunk and 

suffered significant hull damage. In December 2020, the vessel was 

removed from dry storage, placed in the water, and towed to 

MPM. It appears that the 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. “The 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 the vessel out of the water, it sank for the second time as it sat in the water 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 alleged 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 16
6 Opinion of the Court 21-12934

In Count I of the amended complaint, the counterclaimants

alleged that MPM breached the 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. They also alleged 

that MPM breached the implied 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 sinking.” Id. at 8. This

breach of duty actually and proximately caused damages, the counterclaimants alleged, because the second sinking caused additional

water damage to the vessel. 

MPM moved to dismiss the amended counterclaim for failure to state 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). The district court 

USCA11 Case: 21-12934 Date Filed: 09/12/2022 Page: 6 of 16
21-12934 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, the counterclaimants refuted MPM’s arguments that they made contradictory allegations and failed to state a claim. In a footnote, they 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. They 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 clients and their attorneys. 

MPM replied, reiterating the arguments in its motion to dismiss. It added that the counterclaimants attempted to change the 

facts in their response, pointing, among other things, to the new 

assertion that MPM agreed “to provide dockage and ‘watch’ the 

[v]essel 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, the 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 16
8 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 amended 

counterclaim 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 haulout, they 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.

The 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. 

As 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 bars a tort action where the basis for liability 

arises from a contract. 

USCA11 Case: 21-12934 Date Filed: 09/12/2022 Page: 8 of 16
21-12934 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 amendment would be futile.

This is the counterclaimants’ appeal.8

II. STANDARDS OF REVIEW 

We review de novo the district court’s dismissal of a pleading under Federal Rule of Civil Procedure 12(b)(6). Edwards v. 

Prime, Inc., 602 F.3d 1276, 1291 (11th Cir. 2010). When we review

a Rule 12(b)(6) dismissal, we review the pleading in the light most 

8 In MPM’s brief on appeal, it argues that CYM lacks 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 unpersuaded. “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, not 

just 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 was 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 plaintiff 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 16
10 Opinion of the Court 21-12934

favorable to the party making the claims, and the pleading’s

well-pleaded facts are accepted as true. Id. Although a complaint or 

counterclaim need not contain detailed factual allegations, 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). Id. at 1263.

III. DISCUSSION 

We first determine whether the counterclaimants failed to 

state a breach-of-contract claim. Second, we consider whether the 

counterclaimants stated a claim for breach of the implied warranty 

of workmanlike performance. Third, we examine whether the 

counterclaimants failed to state a claim for negligence. Fourth, we

review whether the district court erred in dismissing the claims

without affording 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 16
21-12934 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 claim for breach 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. See Edwards, 602 F.3d at 1291. 

Although the counterclaimants alleged that MPM breached the 

parties’ oral agreement when it allowed the vessel to sit in the water unattended over the weekend and sink, the amended complaint 

nowhere alleged that MPM agreed to watch or attend the vessel

over 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 their response to the motion to dismiss that they 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 16
12 Opinion of the Court 21-12934

B. Breach-of-Implied-Warranty Claim 

The 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 determined 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 allege 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 

safety.” (emphasis added)). Second, as noted by the district court, 

the counterclaimants failed to allege facts sufficient to demonstrate 

how MPM performed the contracted-for services—docking, cleaning, washing, and hauling out—without 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 16
21-12934 Opinion of the Court 13

workmanlike performance. See Iqbal, 556 U.S. at 679. Instead, their 

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. That 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 Claim 

The counter-claimants next argue that the district court improperly held that the existence of a contract barred their negligence claim under the economic loss doctrine. 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 concluded

there was no contract.

To plead negligence under maritime law, a plaintiff must allege that “(1) the defendant had a duty to protect the plaintiff 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 16
14 Opinion of the Court 21-12934

(4) the plaintiff suffered actual harm.” Chaparro v. Carnival Corp., 

693 F.3d 1333, 1336 (11th Cir. 2012).

We assume 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 counterclaimants nonetheless

failed to state a claim for negligence. See Edwards, 602 F.3d at 1291. 

They 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 counterclaimants 

agreed to 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 

The counterclaimants assert that the district court erred in 

denying them the opportunity to amend their counterclaim on the 

USCA11 Case: 21-12934 Date Filed: 09/12/2022 Page: 14 of 16
21-12934 Opinion of the Court 15

ground that amendment would have been futile. We 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 district court’s bare assertion that amendment to 

the counterclaim would have been futile—without more—fails to 

provide us with an opportunity to conduct meaningful appellate 

review. For one thing, we are left unsure of whether the court recognized and considered 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 may have good 

reason to be suspicious of the counterclaimants’ desire to substitute 

“watch” for “wash” in describing the parties’ oral contract, we 

USCA11 Case: 21-12934 Date Filed: 09/12/2022 Page: 15 of 16
16 Opinion of the Court 21-12934

cannot say that this amendment necessarily would fail at the motion-to-dismiss stage.

IV. CONCLUSION 

For the foregoing reasons, we vacate the district court’s order dismissing 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