Frank Del Rio has narrowed his lawsuit against Norwegian Cruise Line Holdings and four of its former directors while defending the core of his case against two motions to dismiss, according to a recent cour filing..
In a filing dated Aug. 18 in Miami-Dade Circuit Court, the former NCLH president and CEO argued that his claims sound in tort rather than contract and that neither the statute of frauds nor the business judgment rule bars them.
In a separate notice filed the same day, Del Rio voluntarily dismissed Count II of his complaint, a promissory estoppel claim, without prejudice, with each side bearing its own fees and costs.
The remaining counts are fraud in the inducement, negligent misrepresentation and civil conspiracy. Named alongside NCLH and NCL (Bahamas) Ltd. are Russell Galbut, Harry Curtis, Mary Landry and Stella David, all former members of the NCLH board.
At the center of the case is a claim that the four directors told Del Rio he would receive an additional $8 million for two more years of consulting work beyond the term set out in his written Transition, Release and Consulting Agreement.
That agreement, referred to in the filings as the TRCA, ran from July 1, 2023 through Dec. 31, 2025 and paid Del Rio $2 million for the second half of 2023 and $4 million for each of 2024 and 2025. It named him a senior advisor to the board, with consulting duties covering newbuild strategy, shipyard and financial industry relationships, potential mergers and acquisitions and industry trends.
Del Rio alleges the promise of an extension induced him to step down early as president and CEO and give up his executive compensation package.
The filing makes a point of conceding that the alleged oral agreement is unenforceable. A two-year oral agreement cannot be performed within one year and is therefore barred by Florida’s statute of frauds, the filing read.
Del Rio is not seeking the $8 million. Instead he is seeking, in tort, the executive compensation and benefits he says he lost by resigning. His counsel argued that distinction, reliance damages for fraudulent inducement rather than contract damages, takes the case outside the precedent the defendants rely on.
On the defense argument that fraud cannot rest on a promise of future conduct, the brief cited Florida case law recognizing an exception where the person making the promise never intended to perform.
