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Florida Supreme Court Holds that Sovereign Immunity Does Not Bar Claims Based on Implied Contractual Covenants

BySwift Law, PA

Case: Rojas v. Univ. of Fla. Bd. of Trs., No. SC2023-0126 (Fla. July 17, 2025)

Anthony Rojas, a student at the University of Florida, sued UF in a class action after the university shut down on-campus facilities and services during the COVID-19 pandemic. Students had paid mandatory fees for services like athletics, transportation, and health, but UF removed access without refunding or clearly specifying in writing that those services could be suspended. UF claimed sovereign immunity (which protects state entities from many lawsuits) because there was no “express written contract” obligating the university to provide those services.

The First District Court of Appeal agreed with UF and dismissed the breach of contract claim. But the Florida Supreme Court overturned that decision. In its ruling on July 17, 2025, the Supreme Court made clear that once a state entity validly enters into an express written contract, sovereign immunity does not bar claims based on implied covenants or conditions under that contract—so long as those implied obligations do not conflict with the express terms. The Court said the First District required “extraordinary specificity” that is not supported by Florida law. The case was remanded (sent back) for further proceedings consistent with this ruling.

Why It Matters
  • Greater contractual exposure for government entities: State universities and similar public entities cannot hide behind sovereign immunity for implied promises in contracts—if those promises don’t contradict express terms.
  • Consumer rights & fee transparency: When consumers pay mandatory fees (e.g. students, subscribers), entities must ensure that the terms of those fees and services are sufficiently clear. Implicit promises (through fee descriptions, policies, agreements) may be enforceable.
  • Risk for ambiguous contracts: Businesses (or public institutions) must review contract language carefully. If they rely on implied duties (like fair dealing, providing promised services), they need to ensure the contract’s express language is consistent. Otherwise, implied obligations could be used against them.

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