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Understanding How Contracts can be Equitably Reformed Under Florida Law

April 19, 2012 Professional Services Industry Legal Blog

Contract reformation is an equitable remedy that acts to correct an error not in the parties’ agreement but in the writing that constitutes the embodiment of that agreement. It is designed to correct a defective or erroneous instrument so that it reflects the true terms of the agreement that the parties actually reached and, at its essence, acts to correct an error not in the parties’ agreement but in the writing that constitutes the embodiment of that agreement. The doctrine has evolved such that if a document is to be reformed, it should reflect the true intention of the parties. Florida courts employ this equitable measure in order to preserve the sanctity of the contracting parties’ negotiations and the spirit of the deal.

Consolidating Lawsuits in Different Florida Judicial Circuits and the Impact of Res Judicata on Non-Consolidated Actions

April 12, 2012 Professional Services Industry Legal Blog

Occasionally we represent a bank that has multiple parcels of property to foreclose upon in order to obtain pledged collateral on a non-performing loan. Regretfully, we often have to maintain separate actions and are unable to consolidate those actions because the parcels are in different counties which lie in different […]

Will Contracts with Merger Clauses Survive Attacks Based on Fraud in the Inducement of that Integrated Document?

April 9, 2012 Professional Services Industry Legal Blog

Most bank lending documents (and commercial contracts for that matter) contain a merger clause, which explicitly states that the agreement itself embodies the entire understanding nd agreement between the parties and further supersedes any and all prior agreements, promises, negotiations, representations, understandings, or inducements, whether express or implied, oral or written, regarding the terms of the agreement between the parties. Therefore, by the express contractual terms of the parties, the integrated agreement itself, subject to limited exceptions, will embody the entire agreement between the parties. The effect of this clause is to bar parties from reaching outside the confines of the written agreement to impose additional contractual duties upon the other party. This often becomes an issue when a claim or defense of fraudulent inducement is asserted in attempt to vitiate an integrated document. This blog post will endeavor to analyze the interplay of a fraud in the inducement defense/claim with a merger clause.

Duval Ford v. Rogers: How a Merger Clause Backfired on a Car Dealer: Part 1 of 2

February 13, 2012 Professional Services Industry Legal Blog, Transportation & Logistics Industry Law Blog

Recently, a clause in an industry standard sales contract backfired, much to the dismay of the car dealer. In Duval Ford v. Rogers, 73 So. 3d 261 (Fla. 1st DCA June 21, 2011) a sophisticated car dealer’s Retail Buyer’s Order (“RBO”) was rendered unenforceable by the existence of a merger clause in their Retail Installment Sales Contract (“RISC”). Florida’s First District Court of Appeals held that the RISC was the entire contract, consistent with the merger clause. Therefore, the RBO was totally irrelevant. Irrelevant RBO’s will require substantial sales practices changes in the automotive industry.

Top Ten iPhone Apps for the Business World

February 6, 2012 Professional Services Industry Legal Blog

By Kristen Sinnott, Candidate for Juris Doctor 2013

If there is one thing most people can agree on, it would be the fact that Steve Jobs provided the business world with one of the greatest creations, an Apple iPhone. Whether you are an attorney, doctor, small business owner, or CEO of a Fortune-500 corporation, the iPhone can single handedly make your work day easier, more organized, and frankly, more entertaining. Millions of applications have been produced, and quite a few have received honorable mention from New York Times, Forbes and the bloggers of the world. For those of you who need on-the-go access to your files, presentations, inventory, and agendas while away from your desk, these ten apps are for you!

Does the Statute of Frauds Apply to a Claim Based on Quantum Meruit?

October 25, 2011 Professional Services Industry Legal Blog

It is common knowledge in the legal community that the Statute of Frauds can preclude recovery on an action for breach of contract. However, claims for breach of contract are typically accompanied by some alternative claim should the court find that the contract was unenforceable, such as restitution or quantum meruit. That begs the question of whether the Statute of Frauds would apply to such an alternative claim not based on the purported contract.

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