United States District Court 

for the 

Southern District of Florida 

Uniq Branch Office Mexico, S.A. de 

C.V., and Jacobo Helfon Daniel, 

Plaintiffs, 

v. 

Steel Media Group, LLC, and others, 

Defendants. 

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Civil Action No. 22-23876-Civ-Scola 

Order Denying Motion to Dismiss Third-Party Complaint 

This matter is before the Court on Third-Party Defendants Match 

Hospitality, WLL, and Match Hospitality AG’s (the “Match Defendants”) motion to 

dismiss Third-Party Plaintiff Steel Media Group, LLC’s (“Steel Media”) third-party 

complaint. (Mot. Dismiss, ECF No. 65.) Steel media filed a response to the motion 

(ECF No. 73), and the Match Defendants filed a reply memorandum in support of 

their motion (ECF No. 75). After careful consideration of the briefing, the record, 

and the relevant legal authorities, the Court denies the Match Defendants’ 

motion to dismiss the third-party complaint. (ECF No. 65.) 

1. Background 

This matter arose out of a transaction for the resale of “luxury hospitality 

packages” and “tickets to the 2022 FIFA World Cup in Qatar.” (Third Am. Compl. 

¶ 1, ECF No. 78.) Steel Media is accused by the Plaintiffs, Uniq Branch Office 

Mexico, S.A. de C.V., and Jacobo Helfon Daniel, of misappropriating funds paid to 

it to satisfy payment obligations on those luxury hospitality and ticket packages, 

which allegedly resulted in Steel Media defaulting on its agreements with the 

Match Defendants for the purchase of those tickets. (Id.) According to the 

Plaintiffs, Steel Media’s failure to make the promised final payments to the Match 

Defendants resulted in the Match Defendants’ “retaining deposits belonging to the 

Plaintiffs’ clients.” (Id.) 

Steel Media now brings a third-party complaint against the Match 

Defendants, bringing claims for breach of contract and unjust enrichment. (Third 

Pty. Compl. ¶¶ 20-31, ECF No. 56.) Steel Media claims that the Match 

Defendants—the original, authorized sellers of all World Cup packages and 

tickets—wrongfully retained Steel Media’s deposit when Steel Media “was unable 

to make payment in full.” (Id. ¶¶ 11, 13, 14.) Steel Media alleges that the Match 

Defendants “were able to re-sell the tickets,” and that the Match Defendants’ 

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retention of the $271,840 down payment “constitutes an unenforceable penalty.” 

(Id. ¶¶ 13-16.) 

Based on the Match Defendants’ retention of the down payment, Steel 

Media claims that the Match Defendants breached the contract because contract 

damages would be “readily ascertainable” and the retention of the deposit is 

“grossly disproportionate” to any harm the Match Defendants suffered. (Id. ¶ 25.) 

In the alternative, Steel Media claims that the Match Defendants were unjustly 

enriched by retaining the $271,840 that Steel Media paid as a deposit. (Id. ¶ 28.) 

The Match Defendants now move to dismiss the third-party complaint, 

arguing that both of Steel Media’s counts fail to state a claim upon which relief 

may be granted. First, the Match Defendants argue that the retention of the 

deposits is not an unenforceable penalty because such a provision is typical in 

contracts and deposits are “generally non refundable.” (Mot. Dismiss ¶ 3.) 

Second, the Match Defendants argue that the unjust enrichment claim should be 

dismissed because Steel Media pleads a contract claim. (Id. ¶ 5.) Steel Media 

opposes both arguments. (Resp. at 3-5.) 

2. Legal Standard

A court considering a motion to dismiss, filed under Federal Rule of Civil 

Procedure 12(b)(6), must accept all of the complaint’s allegations as true, 

construing them in the light most favorable to the plaintiff. See Pielage v. 

McConnell, 516 F.3d 1282, 1284 (11th Cir. 2008). Although a pleading need only 

contain a short and plain statement of the claim showing that the pleader is 

entitled to relief, a plaintiff must nevertheless articulate “enough facts to state a 

claim to relief that is plausible on its face.” Bell Atl. Corp. v. Twombly, 550 U.S. 

544, 570 (2007). “But where the well-pleaded facts do not permit the court to 

infer more than the mere possibility of misconduct, the complaint has alleged—

but it has not shown—that the pleader is entitled to relief.” Ashcroft v. Iqbal, 556 

U.S. 662, 679 (2009) (internal punctuation omitted) (quoting Fed. R. Civ. 

P. 8(a)(2)). A court must dismiss a plaintiff’s claims if she fails to nudge her 

“claims across the line from conceivable to plausible.” Twombly, 550 U.S. at 570.

Regardless of a plaintiff’s allegations, “the court may dismiss a complaint 

pursuant to Federal Rule of Civil Procedure 12(b)(6) when, on the basis of a 

dispositive issue of law, no construction of the factual allegations will support the 

cause of action.” Marshall Cnty. Bd. of Educ. v. Marshall Cnty. Gas Dist., 992 F.2d 

1171, 1174 (11th Cir. 1993). 

3. Analysis

Both of the Match Defendants’ arguments for dismissal lack merit. First, 

the Court cannot—and should not—resolve whether the retention of the deposit 

constitutes an unenforceable penalty at the pleadings stage, especially where 

Case 1:22-cv-23876-RNS Document 91 Entered on FLSD Docket 07/18/2023 Page 2 of 3
neither party has provided the contract terms at issue for the Court’s review. 

Second, an unjust enrichment claim may be properly pleaded in the alternative 

alongside a breach of contract claim. Simply put, the pleadings stage is not the 

appropriate time for the resolution of the Match Defendants’ arguments. 

Florida law is “well settled” that “parties to a contract may stipulate in 

advance to an amount to be paid or retained as liquidated damages in the event 

of a breach. Lefemine v. Baron, 573 So. 2d 326, 328 (Fla. 1991). Florida courts 

must, however, determine whether such liquidated damages provisions are an 

unenforceable penalty by applying a two-part test. Id. “First, the damages 

consequent upon a breach must not be readily ascertainable.” Id. “Second, the 

sum stipulated to be forfeited must not be so grossly disproportionate to any 

damages that might reasonably be expected to follow from a breach as to show 

that the parties could have intended only to induce full performance, rather than 

to liquidate their damages.” Id.

The Court simply cannot resolve this test at the pleadings stage, with no 

evidence of whether damages were readily ascertainable or grossly 

disproportionate, especially where, as here, the parties do not even provide the 

contract provision at issue for the Court’s review. Steel Media has pleaded that 

the retention of the $271,840 deposit was grossly disproportionate to expected 

damages and that those damages would have been readily ascertainable, 

especially as the tickets could have easily been resold. (Third Pty. Compl. ¶¶ 15, 

25.) Therefore, the Court must deny the Match Defendants’ motion to dismiss the 

breach of contract claim. 

Second, it would be inappropriate to dismiss the unjust enrichment claim 

at this juncture where it is pleaded in the alternative. While a claim for unjust 

enrichment indeed may not be asserted where there is an adequate remedy at 

law, “a court is rarely able to determine the adequacy of a remedy at law at the 

pleading stage of a case before the facts are developed.” Billian v. Mobil Corp., 710 

So. 2d 984, 991 (Fla. 4th DCA 1998). This is especially true here, where it 

appears from the parties’ briefing that the adequacy of Steel Media’s breach of 

contract remedy will be heavily dependent on facts developed in discovery. Id.

4. Conclusion

For the reasons stated above, the Court denies the Match Defendants’

motion to dismiss Steel Media’s third-party complaint. (ECF No. 65.)

Done and ordered in Miami, Florida, on July 17, 2023.

________________________________

Robert N. Scola, Jr.

United States District Judge

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