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UNITED STATES DISTRICT COURT

SOUTHERN DISTRICT OF FLORIDA

MIAMI DIVISION

ROYAL CARIBBEAN CRUISES LTD., a 

foreign corporation.

Plaintiff,

v.

ASPEN MEDICAL USA, INC., a Texas 

corporation.

Defendant.

Case No.:

COMPLAINT FOR DECLARATORY RELIEF

Plaintiff Royal Caribbean Cruises Ltd. (“RCCL” or “Plaintiff”) sues Defendant Aspen 

Medical USA, Inc. (“Aspen”), and alleges as follows:

INTRODUCTION

1. Plaintiff RCCL is a global cruise line operator with its principal place of business 

in Miami, Florida. 

2. In order to provide temporary medical staffing (“Locums”) onboard certain of its 

vessels, on August 16, 2021 RCCL entered into an agreement for locums tenens coverage with 

Aspen (the “Locums Agreement”).

3. Under the Locums Agreement, upon execution of a work order by RCCL, Aspen 

would temporarily assign Locums to a specific RCCL vessel for a period of time. 

4. On or about February 23, 2022 RCCL terminated the Locums Agreement.

5. Following termination by RCCL of the Locums Agreement, Aspen demanded

$769,810.80 from RCCL, based on RCCL allegedly offering employment and soliciting of certain 

Locums in violation of the Locums Agreement. 

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6. As a result of Aspen’s demand, RCCL files this action to obtain a declaratory 

judgment that:

a. RCCL’s actions did not trigger the conversion penalty set out in Section 4(a) of the 

Locums Agreement;

b. to the extent RCCL’s actions triggered the conversion penalty set out in Section 

4(a) of the Locums Agreement, such conversion penalty is an improper liquidated 

damages penalty; 

c. RCCL’s actions did not trigger the solicitation penalty set out in Section 4(b) of the 

Locums Agreement;

d. to the extent RCCL’s actions triggered the solicitation penalty set out in Section 

4(b) of the Locums Agreement, such solicitation penalty is an improper liquidated 

damages penalty. 

JURISDICTION, VENUE, AND THE PARTIES 

7. RCCL is a corporation organized and existing under the laws of Liberia with its 

principal place of business at 1050 Caribbean Way, Miami, Florida 33132. 

8. Aspen is a corporation organized and existing under the laws of the State of Texas 

with its principal place of business at 1999 Bryan Street, Suite 900, Dallas, Texas 75201. 

9. This Court has subject matter jurisdiction over the claims for relief in this complaint 

pursuant to 28 U.S.C. § 1332(a)(1) because this is an action where the matter in controversy 

exceeds $75,000.00, exclusive of interests and costs, and is between citizens of different states. 

10. This Court has personal jurisdiction over Aspen pursuant to Section 48.193(1)(a), 

Florida Statutes, because Aspen, among other things, entered into a contract by which it consented 

to the jurisdiction of this state and in this District. 

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11. Based on the foregoing, the exercise of personal jurisdiction over Aspen satisfies 

traditional notions of fair play and substantial justice under the Fourteenth Amendment of the 

United States Constitution. 

12. Venue is proper in this District pursuant to 28 U.S.C. § 1391(b)(2), as a substantial 

part of the events or omissions giving rise to the claims occurred in this District. Moreover, Aspen 

consented to venue in this District for any proceeding seeking to enforce a provision of the Locums

Agreement between RCCL and Aspen, as well as any proceeding based on any right arising out of 

said Locums Agreement. 

GENERAL ALLEGATIONS

13. RCCL is a global cruise company. 

14. All RCCL ships have shipboard medical facilities that are built, staffed, stocked 

and equipped to meet or exceed guidelines established by the American College of Emergency 

Physicians Cruise Ship and Maritime Medicine Section. 

15. Depending on the size of the ship and number of passengers, each RCCL ship has 

one to three doctors, and three to five nurses, available to passengers and crew members 24 hours 

a day and seven days a week.

16. Aspen is in the business of delivering public health services, including but not 

limited to the provision of prospective healthcare candidates on a permanent, or fixed term contract 

basis.

The Parties Enter into An Agreement for Locums Tenens Coverage 

17. On or about August 16, 2021, RCCL and Aspen entered into a written Locums

Agreement for Aspen’s provision of Locums to RCCL, on an as needed basis. 

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18. Pursuant to the Locums Agreement, upon RCCL’s execution of a work order, 

Aspen was to pre-screen and interview Locums to determine whether the Locums met RCCL’s 

qualifications, and if so, to ultimately submit the Locums for RCCL’s review. See Locums 

Agreement at §§1(e) and 2(b). 

Section 4(a) and 4(b) of the Locums Agreement 

19. Section 4 of the Locums Agreement contains an employment provision and nonsolicitation provision, both of which imposed the following limitations and penalties (i.e., the 

payment of a conversion fee) on RCCL upon the occurrence of certain events:

A. Employment of Locums by Client. If the Client makes an offer of

permanent employment or other Engagement to a Locum within 6 months of

the date of the initialIntroduction by Agency or within a period of 6monthsfrom

the date of completion of the Locum's last Locum Assignment with the Client

pursuant to this Agreement, which the Locum accepts, the Client must pay

Agency the Conversion Fee set out in Schedule 1. Agency will bill Client the

Conversion Fee within 10 business days after the employment start date.

B. Non-Solicitation of Locums by Client. During the term of this

Agreement and for a period of 3 monthsfollowing the termination or expiration

of this Agreement, Client will not directly or indirectly, induce or endeavour to

induce any Locum to leave employment with Agency for employment with

Client or another service provider except as provided in Section 4(a). If Client

breaches this Section, Client must pay Agency the two times the Conversion

Fee set out in Section 1. Notwithstanding the foregoing, Client shall not be

restricted from hiring any Locum who responds to a general public

advertisement placed by Client.

See Locums Agreement at §4(a)-(b). 

20. Pursuant to Sections 4(a) and 4(b), RCCL would be responsible for paying Aspen 

a conversion penalty that, as laid out in Schedule 1 of the Locums Agreement, was calculated as 

follows: 

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See Locums Agreement at Schedule 1. 

Aspen’s Demand Relating to The Conversion and Solicitation Penalties

21. On or about August 3, 2022, Aspen sent a demand letter to RCCL alleging RCCL 

had violated Sections 4(a) and 4(b) of the Locums Agreement, demanding RCCL pay Aspen 

$769,810.80 (the “Demand Letter”) in light of RCCL’s purported employment and solicitation of 

certain Locums. 

22. Specifically, Aspen’s Demand Letter argued RCCL employed and solicited ten 

Locums, resulting in a breach of the Locums Agreement, and triggering Aspen’s right to the 

conversion penalty under the Locums Agreement. See Demand Letter at p. 2. 

23. According to the Demand Letter:

Despite the clear prohibition and agreement not to hire or engage in solicitation of 

Aspen’s locums, [RCCL] began a practice and pattern of soliciting and hiring 

Aspen’s locums. Specifically, the following locums have either been hired in 

violation of Section 4(a) or solicited in violation of Section 4(b): Keli Culver, 

Kristin Hutchinson, Kevin Flannagan, Franklin Hampton, Monique Ashburne, 

David Plowman, Gail McCulloch, Christopher Williams, Kelly Silverthorne, and 

Susan Flores. 

See Demand Letter at p. 2. 

24. Aspen’s Demand Letter omits foundational requirements and exceptions under

Sections 4(a) and 4(b), which, if addressed, cut against the very core of Aspen’s argument. 

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25. In particular, Aspen’s Demand Letter does not mention that none of the Locums 

accepted any purported offer from RCCL – a requirement to trigger Section 4(a)’s conversion 

penalty. See Locums Agreement at §4(a).

26. Additionally, Aspen’s Demand Letter does not mention a key exception to Section 

4(b) that allows RCCL to engage in practices that amount to “general public advertisement[s].”

See Locums Agreement at §4(b) (emphasis added). 

27. Aspen’s Demand Letter also omits that the various purported solicitation 

communications sent by RCCL were all in the form of automated, generic, mass emails sent in 

identical content and form to all email addresses in RCCL’s database. 

28. Such a general public advertisement, even if received by a Locum would not have 

triggered Section 4(b) of the Locums Agreement. 

29. As such, Aspen’s avaricious demand for conversion and solicitation penalties is 

unwarranted and improper. 

30. Aspen’s demand is also improper because it constitutes a liquidated damages 

penalty given that RCCL never hired any of the Locums and Aspen never suffered any damages, 

let alone up to $769,810.80 in damages.

31. Consequently, there exists a bona fide dispute between the parties and a need for a 

declaration as to the applicability and legality of Sections 4(a) and 4(b) of the Locums Agreement, 

as to which the parties have actual, present, adverse, and antagonistic interests. 

32. The facts relevant to this dispute are well-known and readily ascertainable. 

33. RCCL has retained the law firm of Sanchez Fischer Levine, LLP to represent RCCL 

in this action and has agreed to pay reasonable attorney’s fees, plus all expenses incurred, for its 

services. 

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34. All conditions precedent to the filing of this action have been met or waived.

CLAIM FOR RELIEF

COUNT I

ACTION FOR DECLARATORY JUDGMENT 

(Pursuant to 28 U.S.C. § 2201) 

35. RCCL re-alleges and incorporates the allegations of paragraphs 1-34 as if fully set 

forth herein. 

36. This is an action for declaratory relief. 

37. An actual controversy has arisen and now exists between RCCL and Aspen

regarding the parties’ rights and obligations pursuant to the Locums Agreement, specifically, 

Sections 4(a) and 4(b) thereof. See Locums Agreement. 

38. There has arisen a justiciable question as to the existence or non-existence of the 

parties’ rights under the Locums Agreement, specifically the parties’ rights under Sections 4(a) 

and 4(b) of the Locums Agreement and RCCL is in doubt as to its rights under Sections 4(a) and 

4(b) of the Locums Agreement.

39. In particular, Aspen claims entitlement to up to $769,810.80 based on RCCL’s 

breaches of Sections 4(a) and 4(b) of the Locums Agreement.

40. RCCL on the other hand denies that any amount is owed to Aspen because, among 

other things: (a) RCCL did not offer employment to any Locums, (b) RCCL did not solicit any 

Locums, (c) RCCL’s actions fell within the general public advertisement exception to the 

solicitation prohibition in Section 4(b), and (d) all of the Locums that were purportedly offered 

employment did not in fact accept any offer for employment from RCCL. 

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41. Moreover, even if RCCL did trigger the conversion penalty - which it did not -

RCCL need not pay Aspen $769,810.80 in conversion or solicitation penalties because Aspen 

suffered no damages, or at worst, Aspen’s damages are easily quantifiable. 

42. Accordingly, (a) there is a bona fide, actual, present, and practical need for a 

declaration that RCCL did not trigger either penalty under Sections 4(a) and 4(b) of the Locums 

Agreement, and further that (b) the conversion or solicitation penalties in Sections 4(a) and 4(b) 

constitutes an unenforceable liquidated damages penalty that violates Florida law. 

WHEREFORE, RCCL respectfully requests that this Court enter a declaratory judgment 

finding that (1) RCCL owes no conversion or solicitation penalty to Aspen because RCCL’s 

conduct did not trigger either Sections 4(a) or 4(b) of the Locums Agreement, and (2) even if

RCCL’s conduct did trigger the penalties in Sections 4(a) and 4(b), such conversion and 

solicitation penalties are unenforceable because they constitute a liquidated damages penalty that 

violates Florida law. 

Dated: September 6, 2022 SANCHEZ FISCHER LEVINE, LLP

1200 Brickell Avenue, Ste. 750 

Miami, Florida 33131

Telephone: (305) 925-9947

By: /s/ David M. Levine

David M. Levine, Esq.

Florida Bar No.: 84431

Email: dlevine@sfl-law.com

Secondary: eservice@sfl-law.com

Alexander Fischer, Esq. 

Florida Bar No.: 68759

Email: afischer@sfl-law.com

Counsel for Royal Caribbean Cruises Ltd.

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