Complaint — Heron Enterprises, LLC v. Starboard Yacht Group LLC

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UNITED STATES DISTRICT COURT  
SOUTHERN DISTRICT OF FLORIDA 
 
CASE NO. 
 
HERON ENTERPRISES, LLC, 
 
 P l a i n t i f f ,         
 
v. 
 
STARBOARD YACHT GROUP LLC; and  
CHARLES J. STRATMANN,  
 
 Defendants. 
___________________________________/ 
 
COMPLAINT 
 
 Plaintiff, Heron Enterprises, LLC (“Heron” or “Plaintiff”), hereby files this Complaint 
against Defendants, Starboard Yacht Group LLC (“Starboard”) and Charles J. Stratmann, 
individually (collectively, “Defendants”). In support thereof, Plaintiff alleges as follows: 
PRELIMINARY STATEMENT 
1. This is a civil action for breach of contract, fraudulent misrepresentation, negligent 
misrepresentation, and quantum meruit. 
PARTIES, JURISDICTION, AND VENUE 
2. The Court has jurisdiction pursuant to 28 U.S. Code § 1332(a)(1), because the 
amount in controversy exceeds $75,000, exclusive of  interests and costs, and the parties are 
citizens of different states. Heron is a citizen of Texas, and Defendants are citizens of Florida. 
3. Pursuant to 28 U.S. Code § 1391, venue is proper in the Southern District of Florida, 
because the causes of action alle ged herein accrued in Broward County, Florida and at least one 
of the defendants resides in Broward County, Florida.  
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4. Heron is a Delaware limited liability company, with its principal place of business 
in Wilmington, Delaware.  
5. Starboard is a Florida limited liability company, with its principal place of business 
in Dania Beach, Florida.  
6. At all times material here to, upon information and belief , Charles J. Stratmann is 
and was an individual residing in Broward County, Florida and is sui juris.  
GENERAL ALLEGATIONS 
7. On or about September 13, 2024, Heron enga ged Starboard, an authorized dealer 
of Humphree marine stabilization systems, to assess and install a Humphree zero-speed stabilizing 
system on the motor yacht Heron, a 139-foot Abeking Rasmussen. 
8. Upon information and belief, Charles J. Stratmann is Starboard’s sole member. 
9. Charles J. Stratmann met with representatives of Heron to evaluate the boat and 
provide an estimate for the installation.  
10. Mr. Stratmann indicated that  the project could be comp leted within eight to ten 
weeks. 
11. Thereafter, in October 2024, Starboard pr ovided a written estimate and “Buyers 
Order” for the project, which in cluded equipment, labor, and installation costs and sought a 
$362,183.00 deposit. See Exhibit 1.  
12. Heron wired the full amount to  Starboard in reliance on it s representation that the 
funds would be used to promptly purchase equipment and begin installation. 
13. In November 2024, Starboard issued two additional invoices in the total amount of 
$187,000. See Exhibit 2. 
14. Heron paid the full amount of the November 2024 invoice as well. 
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15. Despite repeated assurances to the contrary, Heron later discovered that Starboard 
had not paid Humphree for the equipment, and no purchase orders had been submitted for the vast 
majority of the necessary parts. 
16. In fact, Plaintiff learned that Starboar d’s access to the shipyard, Safe Harbor 
Lauderdale Marine Center (“SHLMC”) where th e yacht was located, ha d been revoked with 
respect to new projects such as Heron’s in June 2024 due to unrelated billing disputes. 
17. Starboard and Mr. Stratmann never reve aled that Starboard was banned from 
SHLMC during the course of negotiations even though the ban was in effect at all relevant times 
and Starboard and Mr. Stratmann were aware of it. 
18. In other words, Starboard and Mr. Stratm ann withheld the material fact that 
Starboard was banned from SHLMC while nego tiating and entering into an agreement for 
Starboard to perform major work and the Humphree installation on the yacht at SHLMC. 
19. Starboard and Mr. Stratmann misrepresented Starboard’s ability to perform the 
work and repeatedly delayed or failed to appear  for scheduled work, caus ing significant project 
delays and financial harm. 
20. Starboard and Mr. Stratmann later falsely indicated multiple times that Starboard 
had executed a settlement with SHLMC and indicated, for example, that access would be restored 
“today.” Those representations were untrue. U pon information and belief, Starboard and Mr. 
Stratmann made these representations with the knowledge that they were false and with the intent 
that Plaintiff would rely on them. 
21. Starboard performed only minimal wo rk including removal of the existing 
stabilizers and outsourced hot work to Advan ced Mechanical Enterprises, Inc. Starboard 
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substantially failed to perform the services contemplated by the parties’ agreement, including the 
procurement of necessary parts and installation of the Humphree stabilization system. 
22. Upon information and belief, Starboard’s li cense as an authorized dealer with 
Humphree has since been revoked as a result of it failing to use the funds paid to it to purchase the 
necessary parts and complete the work on the yacht as agreed to by the parties. 
23. Heron demanded the return of its funds to directly purchase the equipment and have 
a different vendor perform the wo rk that Starboard was supposed  to complete, but Starboard 
refused. 
24. All conditions precedent to asserting claims herein have been performed or waived. 
25. To date, Starboard has failed to return the funds or complete the contracted work. 
COUNT I - BREACH OF CONTRACT 
(Against Starboard) 
 
26. Heron restates the allegations in the preceding paragraphs as if fully set forth herein. 
27. Heron entered into an valid and enforceable oral agreement with Starboard whereby 
Starboard would procure and install a Humphree stabilization system within eight to ten weeks, in 
exchange for $549,183.00.  
28. The parties exchanged a series of emails and invoices and reached agreement as to 
all essential terms of the agreement. See Ex. 1, 2. In total, Heron paid $549,183.00 in exchange for 
Starboard’s agreement to acquire the necessary parts and perform the installation within eight to 
ten weeks. 
29. Starboard materially breached the agreemen t by substantially fa iling to fulfill its 
obligations thereunder. Starboard did not purchase the vast majority of the essential parts, let alone 
install the Humphree stabilizing system as agreed. 
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30. Further, under Florida law, there is an implied promise of  good faith and fair 
dealing that exists in any contract. 
31. The implied covenant of good faith and fair  dealing means that neither party will 
do anything to interfere with the right of the other party to the contract to receive the contract’s 
benefits. 
32. Starboard failed to perform in good faith under the contract and made multiple false 
statements to representatives of Heron. 
33. As a direct result of Starboard’s breach, Heron has suffered damages in excess of 
$549,183.00. 
WHEREFORE, Heron requests an award of damages in its favor against Starboard 
including, but not limited to, compensatory damages,  lost profits, loss of use and enjoyment, and 
any other relief this Court determines is just and proper. 
COUNT II – FRAUDULENT CONCEALMENT 
(Against All Defendants) 
 
34. Plaintiff restates the allegations in the paragraphs 1 through 25 as if fully set forth 
herein. 
35. On September 13, 2024, Mr. Stratmann, on beha lf of Starboard, represented that 
Starboard was willing and able to perform the installation within eight to ten weeks. 
36. In connection with this discussion, Mr. Stratmann, on beha lf of Starboard, 
concealed and failed to disclose the fact that  Starboard was banned from SHLMC, the shipyard 
where it agreed to perform services in connection with the installation project.  
37. Mr. Stratmann was aware that Starboard was banned from SHLMC and was aware 
that the yacht was located at SHLMC. 
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38. Furthermore, Defendants had a duty to disclose complete and accurate information 
about Starboard’s ban from SHLMC to Plaintif f, because Defendants conveyed only partial and 
incomplete information to Plaintiff when negotia ting and entering into the agreement to perform 
the installation. This partial and incomplete information was misleading, because Starboard agreed 
to perform installation services within eight to ten weeks, with the knowledge that Starboard was 
banned from SHLMC. Defendants had a duty to correct this false im pression by providing 
complete and accurate information. 
39. The fact that Starboard was banned  from SHLMC was material, because a 
reasonable person would not have entered into the transaction had Defendants disclosed it. 
40. Defendants knew or should have known that he should have disclosed the material 
fact that Starboard was banned from SHLMC in  connection with his negotiations for this 
transaction.  
41. Heron relied on these misrepresentations  to its detriment by wiring funds for 
purposes of Starboard’s work on the project. 
42. Defendants withheld, concealed, and made misleading partial representations with 
the intent to induce Heron to wire the funds.  
43. Mr. Stratmann, on behalf of Starboard, re affirmed these false and misleading 
assurances on multiple occasions , including by falsely stating that personnel would come to 
SHLMC to perform work on the project in the i mminent future and that parts had been ordered 
when they had not been.  
44. Mr. Stratmann exercised complete dominion over Starboard with respect to this 
transaction. 
45. Mr. Stratmann used the corporate entity as a vehicle for fraud. 
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46. Upon information and belief, Mr. Stratmann misappropriated Plaintiff’s funds. 
47. As a result, Plaintiff has suffered damages and is entitled to compensatory damages 
in excess of $549,183.00. 
48. Defendants’ fraudulent concealment, inducing Plaintiff's reliance, was the direct 
and proximate cause of Plaintiff’s damages. 
WHEREFORE, Heron requests an  award of damages in its favor against Defendants 
including, but not limited to, compensatory damages, lost profits, punitive damages, and any other 
relief this Court determines is just and proper. 
COUNT III – NEGLIGENT MISREPRESENTATION 
(Against All Defendants) 
 
49. Plaintiff restates th e allegations in paragraphs 1 th rough 25 as if fully set forth 
herein. 
50. Mr. Stratmann, on behalf of Starboard, know ingly misrepresented that Starboard 
would perform services on the installation project imminently and that Starboard would promptly 
order and pay for the Humphree equipment to begin the project.  
51. At times, Mr. Stratmann, on behalf of Starboard, also misrepresented that parts had 
already been ordered when, in fact, they had not been. 
52. Upon information and belief, Defendants knew or should have known that these 
representations were false and/or had no intention of fulfilling these representations. 
53. For instance, Mr. Stratmann, on behalf of Starboard, stated, “Parts needed are with 
welding team and arrive[d] last week.”  
54. Plaintiff subsequently asked Humphree directly and determined this representation 
to be false. On February 24, 2025, Humphree stated that Starboard had not paid for any of the fins, 
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actuators, or other associated pa rts under the agreement, except for certain rings, of a relatively 
minimal value. 
55. Defendants reaffirmed these false assurances on mult iple occasions, including 
falsely stating that parts had been ordered when they had not been. 
56. These misrepresentations were material and intended to induce Heron to act. 
57. Plaintiff relied on these misrepresentati ons to its detriment by foregoing other 
alternative options to accomplish  the work needed. Some of Starboard’s work needed to be 
accomplished before painting and hot work was scheduled to begin, but given Starboard’s 
misleading assurances that it was on track, Plainti ff decided not to pursue alternatives within the 
necessary timeframe. 
58. Upon information and belief, Mr. Stra tmann used Starboard as a mere 
instrumentality. 
59. Mr. Stratmann used the corporate entity as a vehicle for fraud or an improper 
purpose. 
60. Upon information and belief, Defendants misappropriated Plaintiff’s funds. 
61. As a result, Heron has suffered damages. 
WHEREFORE, Heron requests an  award of damages in its favor against Defendants 
including, but not limited to, compensatory damages,  lost profits, and any ot her relief this Court 
determines is just and proper. 
COUNT IV – UNJUST ENRICHMENT 
(Against Starboard) 
 
62. Plaintiff restates th e allegations in paragraphs 1 th rough 25 as if fully set forth 
herein. 
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63. Plaintiff alleges in the alternative to its breach of contract claim that it is entitled to 
recover under the doctrine of unjust enrichment based on the transactions and occurrences at issue 
herein. 
64. Plaintiff conferred a benefit upon Starboard by paying $549,183.00. 
65. Starboard knowingly accepted and retained the benefit without providing the 
promised services. 
66. Plaintiff reasonably expected Starboard to perform the services, given the parties’ 
conversations and Defendants’ repeated assurances that performance was underway. 
67. It would be inequitable for Starboard to retain these funds. 
WHEREFORE Heron requests an  award of damages in its  favor against Starboard 
including, but not limited to, compensatory damages, special damages, lost profits, and any other 
relief this Court determines is just and proper. 
DEMAND FOR JURY TRIAL 
 
 Plaintiff demands a jury on all issues so triable. 
 
Submitted on July 7, 2025. 
 
Respectfully submitted, 
 
HOLLAND & KNIGHT LLP 
/s/ Christina M. Schwing   
Christina M. Schwing 
Florida Bar No. 11420 
[email redacted] 
Emily R. McWey 
Florida Bar No. 1030931 
[email redacted]  
50 North Laura Street, Suite 3900 
Jacksonville, FL 32202 
Phone: [phone redacted] 
Facsimile: [phone redacted]  
       Attorneys for Heron Enterprises, LLC 
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