DePrince v. Starboard Cruise Services, Inc.

271 So. 3d 11 (Fla. Dist. Ct. App. 2018) (en banc)

District Court of Appeal of Florida, Third District · 2018

Rule

Unilateral mistake supports rescission where (1) the mistake goes to a material term, (2) enforcement would be unconscionable, (3) the mistake did not result from inexcusable lack of care, and (4) the other party can be returned to status quo. A buyer's knowledge or silence in the face of an obvious error can defeat enforcement.

Unilateral mistake
Unconscionability
Knowledge of mistake

Learning outcomes

By the end of working with this case, you can:

apply R2d § 153's unilateral-mistake elements: material term, unconscionability or notice of mistake, no fault, and lack of risk-allocation.
distinguish Unilateral mistake (one-party error, narrower escape) from mutual mistake (both parties wrong, broader escape under § 152).
evaluate When buyer 'snap-up' behavior crosses the line from sharp bargaining to actionable taking-advantage-of-known-mistake.

Facts

Aboard a cruise ship, DePrince inquired about a large loose diamond. A jewelry-store manager, attempting to source a stone of roughly twenty carats, quoted a per-carat figure to a supplier. The manager then quoted DePrince a total price that mistakenly used the per-carat figure as the total; the actual aggregate price would have been many millions of dollars higher. DePrince accepted and tendered payment. Upon discovering the error, the store refused to deliver. DePrince sued for breach.

Holding

The Florida appellate court, sitting en banc, held that the store could rescind for unilateral mistake. DePrince’s knowledge or constructive knowledge of the obvious pricing error, given the disparity between a quoted total and the going market for such a stone, made enforcement unconscionable.

Reasoning

The court applied the long-recognized unilateral-mistake test. The mistake was material (price). Enforcement would have been unconscionable because the disparity between the quoted price and the stone’s evident value was so large that a sophisticated buyer could not honestly have believed the quote was correct. The mistake was not the product of culpable carelessness by the seller in any sense the law penalizes. And the parties could be returned to status quo by undoing the sale before delivery. The combination of those factors and DePrince’s posture relative to the obvious error tipped the equities against enforcement.

Why it matters

DePrince updates the doctrine for the modern commercial setting and illustrates the conscience component of mistake doctrine. The case lets the chapter teach unilateral mistake as a distinct doctrine from mutual mistake, with its own elements and its own emphasis on the parties’ relative knowledge. Read alongside Wood v. Boynton and Sherwood v. Walker, the trio gives the chapter classical mutual mistake, classical unilateral mistake, and modern unilateral mistake in commercial transactions.

The trap

Collapsing unilateral mistake into mutual mistake. Only one party in DePrince was mistaken: the seller. Students reach for R2d § 152 (mutual mistake) and miss that the buyer's knowledge is the operative fact. R2d § 153 governs unilateral mistake and demands either unconscionability or that the other party knew or had reason to know of the mistake. The trap is treating unilateral mistake as a weaker form of mutual mistake. It is doctrinally stricter, and the asymmetric-knowledge element is the gate.

The operational intuition the case is designed to break. Naming the trap is what the Socratic exchange is for.

Socratic ladder

The professor's scaffold for the in-class exchange. Each rung is a stage; the questions are scripted prompts, not the punchline.

Surfacing · 45 sec

Q. Aboard a cruise ship, DePrince inquires about a large loose diamond. The store's manager calls a supplier for a per-carat quote, then quotes DePrince a total price using the per-carat figure as the aggregate. The true price would be many times higher. DePrince accepts and pays. The store catches the error before delivery and refuses. Operationally, does the buyer have a contract?

Look for: Most students say yes initially. A deal is a deal. Bait.

Holding · 45 sec

Q. What did the Florida appellate court do, sitting en banc?

Look for: Held that the store could rescind for unilateral mistake. DePrince's knowledge or constructive knowledge of the obvious pricing error made enforcement unconscionable.

Reasoning · 120 sec

Q. Mutual mistake is hard enough. Only the seller was wrong about the price. Why does unilateral mistake support rescission? What is the extra element?

Trap: Students collapse § 153 into § 152 by labeling DePrince mutual mistake about value. It is not mutual; the buyer knew or had reason to know. The trap is missing the asymmetric-knowledge element that elevates a unilateral mistake to rescission-worthy.

Board: R2d § 153: unilateral mistake + (unconscionability OR other-party knowledge)

Push back: Was the buyer mistaken? No. Then this is unilateral. What does § 153 require that § 152 does not? Read the two branches: unconscionability and other-party knowledge. Which one is DePrince walking?

Push to: R2d § 153(b). The other party knew or had reason to know of the mistake. The price gap (orders of magnitude below market) puts a sophisticated buyer on notice. The mistake was material, the seller was not culpably careless, and rescission returns the parties to status quo.

Hypothetical · 90 sec

Vary. Vary one fact. DePrince has no jewelry expertise. He sees the quoted price, assumes the cruise line is running a promotion, and does not investigate. Everything else identical. Same result?

Point: The variation tests the 'reason to know' element. R2d § 153(b) is objective but incorporates the buyer's position. A novice buyer at the same price gap may not be on notice. The fact doing the work is buyer sophistication relative to the obviousness of the error.

Integration · 60 sec

Q. You have seen a price online that looked too good to be true. A retailer's pricing error, a clearance listing, a typo. Did you click? What duty, if any, did you owe the seller? At what point does the price gap put you on notice?

Land: R2d § 153 as the modern unilateral-mistake test. The doctrine sits at the edge of *lifnim mishurat hadin*: the law refuses to enforce a bargain that exploits an obvious clerical error, even when the strict letter of the formed contract would honor the buyer's snap-up. The rule polices the line between sharp bargaining (lawful) and taking advantage of a known mistake (not enforceable).

DePrince v. Starboard Cruise Servs., Inc., 271 So. 3d 11 (Fla. Dist. Ct. App. 2018) (en banc).