Norwegian Cruise Line Holdings and four of its former directors have asked a Florida court to throw out the lawsuit brought by former President and CEO Frank Del Rio, who claims the company reneged on an $8 million oral promise to extend his post-retirement consulting deal.
In a pair of motions filed June 25 in the Eleventh Judicial Circuit in Miami-Dade County, NCLH and NCL (Bahamas) Ltd. moved to dismiss all four counts of Del Rio’s complaint, while individual defendants Russell Galbut, Harry Curtis, Mary Landry and Stella David moved separately to dismiss the claims brought against them.
The defendants also asked the court to transfer the case to its Complex Business Litigation Division.
Del Rio, who led NCLH from 2015 until stepping down in mid-2023, alleges that he agreed with then-Chairman Galbut to serve as a consultant for four and a half years at $1 million per quarter, a deal totaling $18 million.
According to the complaint, the board approved that arrangement at an “unofficial” meeting held in Galbut’s suite onboard the Prima during the ship’s launch event.
When the written agreement arrived, however, it covered only 2.5 years and $10 million. Del Rio claims he was told NCLH could not present an $18 million package to shareholders following a string of failed say-on-pay votes, but that the directors assured him the company would honor the remaining two years by amending the contract later.
He signed the Transition, Release and Consulting Agreement, or TRCA, on that basis, the complaint stated, and received 10 quarterly payments before NCLH stopped paying after December 31, 2025.
Norwegian Responds
The company flatly denied that any oral side-agreement existed, calling the suit “ill-advised” and arguing that the signed TRCA is the full agreement between the parties. NCLH’s motion, filed by Cole, Scott & Kissane, leaned on the contract’s own language, which fixed the consulting term through December 31, 2025, and stated that any extension required a written amendment signed by both parties.
NCLH argued that Florida law does not permit a plaintiff to evade a written contract by pleading a contradictory oral arrangement, and that the alleged oral deal would in any event be barred by the state’s Statute of Frauds because it could not be performed within one year. The company further contended that the arrangement Del Rio described would itself be unlawful, asserting that he was alleging his own participation in a scheme to conceal executive compensation from shareholders in violation of federal securities law.
Directors
Galbut, Curtis, Landry and David argued that the case is a dispute over a corporate consulting agreement that Del Rio is trying to recast as personal liability for board-level conduct. They cited Florida’s statutory protection for directors and said the complaint did not allege that any individual director had authority to bind the company to the claimed extension, pointed to the absence of any board vote, minutes or signed amendment, and argued that the conspiracy count failed because a corporation cannot conspire with its own directors.
The complaint also names Adam Aron and David Abrams as directors who allegedly gave assurances, though neither was sued. Stella David, now NCLH’s chairwoman, is alleged to have told Del Rio in February that his payments were complete; he received a letter from NCLH’s attorneys on March 2 stating the matter was closed.
