Tag: Florida contract law

Posted on

When Should I Review and Revise my Contracts?

Florida Contracts

Florida Contracts

Reading this article will teach you when and why you need a Miami contract lawyer for Florida contract review and Florida contract drafting.

 

If you run a business you are selling goods or selling services. In either case you will be making deals to do your business. The best reference for the terms of your deal is a written contract, not a handshake or notes on a napkin. But you got that covered, you had a contract written up when you first started business… twenty years ago. Maybe you even got a real nice official looking form from an office supply store. Better yet, you recently went online and downloaded a generic contract from the web. I cannot tell you how many times over the past twenty years I have heard business owners tell me precisely this when they seek help for a good deal gone bad. See anything wrong with this picture? As a practicing Miami contract lawyer, I do.

Florida Contracts Gone Wild

In the cases above, all the terms of your business deal may not be adequately covered in your contract. An outdated and dusty contract could be your worst enemy. Often such a document gives you a false sense of security. Something that made sense twenty years ago may not even apply today. The office supply form, while cheap and convenient, is often way too simple for what is required. Remember you get what you pay for. Likewise, a generic contract from the web was not drafted specifically for your business and certainly will be missing terms you need. Besides, what nameless person put that form on the web you will now base your business on? Was this even a licensed lawyer from the state where you do business? From a legal standpoint, a contract is not optional or a luxury. A well written and specifically crafted contract for your business is a necessity for your own protection.

Contract or Bust

A written contract for your business is the only time when you can define all the rules for how your deal will go down. The who, what, where, when and how for your transaction. I cannot stress how important this is. Think of your contract as the backbone for your business, plain and simple. This is an investment and part of your business infrastructure. If there is something wrong with your contract then there is something wrong with your business. Cutting corners or skimping on your contract will cost you dearly down the road in headaches, lost business, customer disputes and lawsuits.

Florida Contract Review

As a good business practice, all of your contracts should be reviewed regularly by a Florida contract lawyer to ensure the terms are still relevant. During this periodic review, the contract lawyer can also update existing terms when required due to different business procedures or methods. Periodic Florida contract review ensures that new ideas and lessons learned from previous deals can be incorporated into your contract. Never allow your contract to become stale, outdated and perhaps meaningless.

Florida Contract Drafting

In the instance you are using no written contract (gasp) or a generic purchased document (shudder), now would be a good time engage a lawyer for Florida contract drafting. A personal consultation with a Miami contract lawyer will allow the lawyer to review your business needs and operations to craft a contract that specifically protects your legal interests. Think of this as custom carpentry work. With custom carpentry work, you do not complete the job with just a single hammer. There are many different tools to use all depending on what you want to achieve. Same applies to your business contract. Don’t just use a generic form but arm yourself with a custom crafted contract geared towards your business needs.

Florida Contract Consults

We stand ready to assist you with your Florida contract drafting and Florida contract review needs. Contact us for a consultation concerning Florida contracts and see how a Miami contract lawyer can help you get the benefit of your bargain.

Related Topics: Florida contract law, Miami contract attorney, Florida contract drafting, Florida contract review, Florida contract revision, Florida contract amendment, Florida contract attorney

Posted on

Miami Contract Lawyer

Florida Contract Law Help

Russell Law and Patrick Russell, Esq., a Miami Contract  Lawyer can assist you with Florida contract drafting for the creation of new agreements and contracts.  Typical contracts include purchase and sale contracts for goods or property, service agreements for the provision of services, employment contracts, non-compete agreements, and confidentiality agreements.  We can also provide Florida contract review for proposed contracts before you sign them.  Finally, Russell Law can either defend or prosecute Florida contract litigation cases when there is a contract breach.

Florida Contract Law

Reduced to its simplest form, a contract is nothing more than the exchange of mutual promises by two or more parties. The basic elements of a contract are an offer, an acceptance of the offer, and consideration for the offer. Consideration is a benefit or detriment that a party receives for making or accepting an offer. The most common form of consideration is the payment of money.

Contracts between individuals or businesses need not always be in writing. However, a written contract is by far the best approach to take to protect your interests.  Contracts can be breached, intentionally or not, by either party. Sometimes through no fault of their own, performance under a contract is not possible either because of unplanned events or delays. A breach of contract can occur when either party fails to provide the agreed goods or services, fails to timely provide the agreed goods or services, or fails to timely pay for the agreed goods or services.

Florida Contract Drafting or Review

Since many contracts contain provisions for penalties in the event of a breach, it is very important that you thoroughly review the contract before signing it because the contract can be enforced in a Court of law. The failure to read the contract or to have a lawyer review the same before signing the contract is not a defense to the enforcement of the contract.  Based on the foregoing, it is highly recommended that you retain a Miami Contract Lawyer to draft or review a contract that you may need.

Miami Contract Lawyer Benefits

Russell Law and Patrick Russell, Esq. , a Florida Contract Lawyer are available to assist you with drafting your contracts as well as to thoroughly review all of your contracts, the contract documents, and the conduct of the parties in a contractual relationship. When there is a dispute over a contract, Russell Law can also assist you in the prosecution or defense of such a claim.  You should never go alone when a lawsuit needs to be filed or defended.  The other side will certainly have a lawyer and so should you.  We can advise you every step of the way in the litigation process so your rights are protected.  Additionally, we will suggest steps to you to maximize your recovery or minimize liability in a contract dispute.  Throughout the litigation process, Russell Law will attempt to negotiate an amicable settlement and take steps to minimize legal expenses.

Posted on

Florida Contract Law

Florida Contract Law Defined

A contract is nothing more than the exchange of mutual promises by two or more parties. The basic elements of a contract are an offer, an acceptance of the offer, and consideration for the offer. Consideration is a benefit or detriment that a party receives for making or accepting an offer. The most common form of consideration is the payment of money.

Contracts between individuals or businesses need not always be in writing.  However, a written contract is by far the best approach to take to protect your interests.  It is far easier to prove the terms of your contract when it is in writing .  Further certain contracts will not be enforced and will be barred by the statute of frauds if the contract is not reduced to writing. A contract must set forth essential terms and conditions such as who is bound to perform, what is being provided, when performance is required, where performance is to occur, and how much is paid for the goods or services.  Advanced topics can include terms and conditions concerning insurance requirements, indemnification, or disclaimers of liability for certain claims.

As all promises can be broken so to can all contracts be breached. Contracts can be breached, intentionally or not, by either party. Sometimes through no fault of their own, performance under a contract is not possible either because of unplanned events or delays. A breach of contract can occur when either party fails to provide the agreed goods or services, fails to timely provide the agreed goods or services, or fails to timely pay for the agreed goods or services. The key to a good contract is to set forth the remedies and procedures in the event of a breach. Issues to consider are whether the parties will agree to liquidated damages, will attorney’s fees and costs be recoverable, the choice of law to preside over any legal case, and the manner of how the dispute will be resolved be it arbitration or a court of law.

While ignorance may be bliss, not knowing what your contract provides or failing to read the contract is not a defense in a court of law.  As such, you are encouraged to have your contract reviewed by a lawyer before you sign the contract.  That way, a Florida contract lawyer can advise you of your rights and duties under the contract and may make suggestions for any modifications before it is executed.  Seeking the help of a Florida contract lawyer after the fact is rarely helpful as the ability of the lawyer to assist you is greatly limited since any change to the document will now require the other side to agree.

The same type of due diligence is required for  those times when you need to draft a new contract.  While drafting the  terms of your agreement on a napkin may be better than nothing, it is hardly  the best option.  If you need to count on the terms of your agreement for your future, it is well worth your investment and peace of mind to have the agreement drafted by a lawyer.  There could be nothing worse than wrongfully relying upon your own improperly drafted contract to realize in the end that it cannot be enforced. As a general rule, if the new business or agreement is worth your time and consideration, it is also worth your investment in having the agreement properly documented in a contract form as well.

Florida Contract Law Resources

Helpful legal resources for Florida Contract Law include Florida Contract Law Research which contains several articles on general contract law principles and Florida Contract Law Statutes which contains several links to Florida laws that are relevant to contracts and contractual relationships.

Posted on

Oral Contract for Indefinite Period of Time Not Subject to Statute of Frauds

Florida Contract Law

Florida Contract Law

 

In Terzis v. Pompano Paint and Body Repair Inc., 38 Fla. L. Weekly D6a (Fla. 4DCA 2012), a Florida contract law case, the Florida Fourth District Court of Appeal, held that an oral contract for the storage of a boat that was month to month and without a definite term was not subject to a statute of frauds defense.  In this case, the boat owner stored the boat and paid the storage facility $100.00 per month.  The boat was subsequently stolen from the storage facility and was returned damaged and missing engines.  The boat owner sued the storage facility for the damages.

Florida Statute of Frauds

The statute of frauds requires that contracts for more than one-year in length must be in writing in order for them to be enforceable by a Court.  The purpose of this harsh rule is to encourage parties to have their business dealings and contracts in writing.  In this case, the storage facility sought to have the boat owner’s Complaint dismissed on the basis of the statute of frauds since the contract was not in writing.  The boat owner argued that the oral contract was completed each month when he made his monthly payment.  The trial court agreed with the storage facility and dismissed the Complaint on the basis of the statute of frauds.

Florida Oral Contracts

The Florida Fourth District Court of Appeal reversed the dismissal of the Complaint finding that the statute of frauds did not apply.  The appellate court reasoned that since there was no term to the contract that it was of an indefinite period of time and logically it could be performed within one-year.  In that instance, the statute of frauds did not apply since nothing according to the oral contract suggested that the contract would last longer than one-year.  The statute of frauds only applies if a contract could not possibly be performed in one-year.  Looking at it another way, each month that the boat owner paid the fee could be considered to be a separate and new contract that was completed each month.

Florida Contract Best Practices

Get your contract in writing to avoid possible disputes and defenses such as in this case for the statute of frauds.  Essential terms for your contract should include its term, price, and what each party is obligated to do and the deadlines for the same.

Related Topics: Miami Contract Lawyer, Florida Contract lawsuits, Florida Contract Breach, Florida Contract Drafting

Posted on

Attorney’s Fee Provision in Florida Contracts Are Strictly Construed

Florida Contract Law

Florida Attorney’s Fees Entitlement in Contracts

In Florida Hurricane Protection and Awning, Inc. v. Pastina, 35 Fla. L. Weekly D2024a (Fla. 4DCA 2010), the Florida Fourth District Court of Appeal considered a case involving a Florida contract dispute.  In this case, a Florida homeowner hired a contractor to install window shutters on a home.  The contract between the homeowner and the contractor contained an attorney’s fee provision that stated that the purchaser was responsible for all costs of collection and attorney’s fees.  The contractor failed to complete the job and the homeowner filed a complaint for breach of contract against the contractor.  Eventually, the homeowner prevailed in the breach of contract claim against the contractor and requested that the Court award attorney’s fees pursuant to the fee provision in the contract.  The contractor opposed the demand for attorney’s fees arguing that legal fees could only be awarded in a collection action as stated in the contract and not for a breach of contract action by the homeowner. 

The trial court sided with the homeowner on the basis of Florida Statute 57.105(7) which provides reciprocity for the award of attorney’s fees in a Florida contract.  What Florida Statute 57.105 provides is that where there is a unilateral right to collect attorney’s fees in a contract for one party, the other party has a right to collect attorney’s fees if it should prevail. The trial court awarded attorney’s fees to the homeowner on the basis that the contract must provide reciprocity to collect attorney’s fees if it has an attorney’s fee provision.  The contractor appealed this ruling.

The Fourth District Court of Appeal held that Florida Statute 57.105(7) as applied to this case only meant that if the homeowner prevailed in a collection action brought by the contractor that the homeowner would be entitled to attorney’s fees.  That is to say, each side had the right to collect attorney’s fees in a collection action as provided in the contract.  In this case, this was not a collection action but a breach of contract action by the homeowner.  Thus there is no attorney’s fee provision that applies to this case and therefore the award of attorney’s fees to the homeowner was improper.

The lesson to be learned from this case is that Florida courts will strictly construe a Florida contract when attorney’s fees are at issue.  If the ability to collect attorney’s fees is important, the parties must state with specificity the exact circumstances to which attorney’s fees will be awarded.  Likewise, if a Florida contract lawyer wants to limit the exposure of attorney’s fees awards, he or she need only exclude a provision for attorney’s fees or reference a specific instance when they are awardable.

If you should need help with a Florida contract or need a Florida contract lawyer, please feel free to contact Russell Law and Florida lawyer, Patrick Russell, Esq., who can assist you with your Florida contract needs.  We can be reached at 305.373.3826.  Please be sure to inquire as to our experience, qualifications and our level of service and how it can help you.
css.php