“Beyond the Four Corners”: Florida Supreme Court Affirms Actionability of Implied Covenants in Public-University Contracts

1. Introduction

Anthony Rojas, a graduate student at the University of Florida, sued the University’s Board of Trustees after on-campus facilities were shut down during the Spring and Summer 2020 semesters owing to the COVID-19 pandemic. Rojas claimed that mandatory fees—activity & services, athletics, health, and transportation access—were paid in exchange for specific on-campus services that were never delivered or refunded. The trial court refused to dismiss the case; the First District Court of Appeal (1st DCA) reversed, holding sovereign immunity barred the claim because the documents offered did not constitute an “express written contract.” The 1st DCA certified a question of great public importance.

On 17 July 2025 the Supreme Court of Florida (per curiam) quashed the 1st DCA’s decision. It clarified that, so long as a government entity validly enters an express written contract, sovereign immunity does not bar breach-of-contract suits predicated on implied covenants or conditions that do not contradict, supplant, or override the contract’s express terms. The decision recalibrates Florida’s waiver-by-contract doctrine and provides guidance for pandemic-era fee litigation pending throughout the state.

2. Summary of the Judgment

The Court unanimously (5-2) quashed the 1st DCA’s dismissal and reframed the certified question.
Holding: For state-entity contracts, sovereign immunity is waived not only for breaches of express provisions but also for breaches of implied covenants and conditions that coexist with—rather than override—those provisions.
Rationale: Earlier precedents (Pan-Am Tobacco and County of Brevard v. Miorelli) already recognized that legislative authorization to contract implies mutual enforceability; the 1st DCA failed to apply these cases correctly and imposed an unjustified “extraordinary specificity” requirement.
The Court remanded for further proceedings; sovereign-immunity issues tied to the breadth of § 1009.24, Fla. Stat. (student-fee authority) remain open.

3. Analysis

3.1 Precedents Cited and Their Influence

Pan-Am Tobacco Corp. v. Department of Corrections, 471 So. 2d 4 (Fla. 1984)
Established that when the Legislature authorises an agency to contract, it implicitly waives sovereign immunity for breaches of “express, written contracts.” The 1st DCA interpreted that phrase narrowly; the Supreme Court re-emphasised that Pan-Am was rooted in mutual enforceability, not hyper-textualism.
County of Brevard v. Miorelli Engineering, Inc., 703 So. 2d 1049 (Fla. 1997)
Distinguished between (i) permissible implied covenants consistent with an express contract (allowed) and (ii) extra-contractual obligations that contradict or expand it (barred). The Rojas Court leaned heavily on this “dividing line,” concluding the 1st DCA ignored Miorelli’s teaching.
Southern Roadbuilders (2d DCA 1986), Champagne-Webber (4th DCA 1988), and Interamerican (4th DCA 1993)
These cases debated the scope of implied covenants in public contracts. The Supreme Court revisited them to illustrate proper vs. improper extensions of liability, ultimately deeming the 1st DCA’s approach closer to the disapproved portions of Interamerican.

3.2 The Court’s Legal Reasoning

Legislative Authorisation ⇒ Mutual Enforceability. Sections 1001.72(1) (powers of university boards) and 1009.24 (mandatory fees) authorise UF to contract and to impose fees. Under Pan-Am, once the State elects to contract, it cannot claim immunity for breaching obligations flowing from that contract.
Implied Covenants Not Per Se Barred. The Court reaffirmed that contracts inherently carry covenants of good faith and fair dealing. Eliminating them for governmental contracts would treat public entities differently from all other parties, contrary to basic contract theory.
No “Extraordinary Specificity” Requirement. The 1st DCA demanded express language pinpointing each on-campus service and refund obligation. The Supreme Court said this misreads waiver-by-contract; ordinary rules of construction and remedies apply unless an implied term would nullify explicit language (Miorelli cap).
Motion-to-Dismiss Posture. On a 12(b)(6) equivalent (Fla. R. Civ. P. 1.140), courts must accept well-pled facts and reasonable inferences. Whether UF is ultimately immune depends on statutory scope and contractual interpretation—questions unsuitable for resolution at pleadings stage.

3.3 Impact on Future Litigation and Legal Landscape

Pandemic-Fee Class Actions. Similar suits against other Florida public universities were dormant or dismissed. They now gain traction, at least beyond the motion-to-dismiss stage.
Government Contract Drafting. Public bodies may tighten contract language—explicitly disclaiming refunds or defining service contingencies—to avoid implied obligations.
Sovereign-Immunity Doctrine. The decision harmonises conflicting DCA opinions and signals that Florida’s highest court views waiver-by-contract expansively, but still subject to the “no conflict with express terms” limitation.
Legislative Response. The Legislature might clarify student-fee statutes, specify refund triggers, or limit monetary remedies, shaping the extent of exposure identified by the Court.

4. Complex Concepts Simplified

Sovereign Immunity: The principle that the State cannot be sued without its consent. In Florida, consent can be explicit (statute) or implied (when the State chooses to enter certain contracts).
Waiver-by-Contract: When a statute authorises a public entity to contract, the State implicitly agrees to be sued for breach of that authorised contract.
Express vs. Implied Terms: Express terms appear in writing; implied terms arise automatically under law (e.g., duty of good faith) unless they conflict with express wording.
Implied Covenant of Good Faith and Fair Dealing: An obligation that neither party will do anything to destroy or injure the other’s right to benefit from the contract.
Motion to Dismiss (Florida): A pre-trial request to end a case because the complaint fails to state a legal claim, accepting all allegations as true for that purpose.

5. Conclusion

Anthony Rojas’s victory at the Supreme Court does not guarantee he will ultimately recover fees, but it decisively confirms that public entities cannot hide behind sovereign immunity when sued for breaching implied, good-faith obligations inherent in their own duly authorised contracts. The ruling reconciles decades of lower-court confusion, restores doctrinal symmetry between public and private contracting, and sets the stage for substantive adjudication of pandemic-time fee disputes. Going forward, Florida courts will ask a two-part question: (1) Was there an authorised written contract? (2) Does the alleged implied covenant coexist harmoniously with the contract’s express terms? If both answers are “yes,” sovereign immunity will not shield the State from accountability.