FORT LAUDERDALE BUSINESS LITIGATION: MULTIPLE CONTRACTS CAN BE CONSIDERED A SINGLE CONTRACT

It is important for businesses to include merger clauses in their contracts. A merger clause, which is also called an integration clause, is “[a] contractual provision stating that the contract represents the parties’ complete and final agreement and supersedes all informal understandings and oral agreements relating to the subject matter of the contract.” Jenkins v. Eckerd Corp., 913 So. 2d 43 (Fla. 1st DCA 2005). A merger clause limits the terms of the contact to those in the written document, which could eliminate any confusion about what terms are included in the contract. However, if a contract leaves terms open or does not contain a merger clause, what are the complete terms of the contract? Perhaps unwritten oral discussions, or other written documents, could be part of the contract. For this situation, Florida law does not provide a brightline rule regarding what constitutes the contract, but it does provide several helpful principles. The Fort Lauderdale business litigation attorneys of the Mavrick Law Firm represent businesses and their owners in breach of contract litigation and related claims of fraud, non-compete agreement litigation, trade secret litigation, trademark infringement litigation, employment litigation, and other legal disputes in federal and state courts and in arbitration.

Multiple writings between the parties could, in some circumstances, be construed together as constituting a single contract. “Under Florida law, when, as here, parties to a contract execute two or more documents at or near the same time and concern the same transaction or subject matter, the documents are generally construed together as a single contract.” Krol v. FCA US, LLC, 273 So. 3d 198 (Fla. 5th DCA 2019). The question could arise of whether separate signed documents between two parties should be considered a single contract or separate contracts. This involves issues relating to time proximity that the documents were executed and whether the subject matter of each document is the similar. The documents do not have to be “executed at the same time by the same parties for the same purpose; instruments entered into on different days but concerning the same subject matter may under some circumstances be regarded as one contract and interpreted together.” Cushman v. Smith, 528 So. 2d 962 (Fla. 5th DCA 1988).

It is a fact issue of how close in time the writings must be signed to constitute a single contract. Generally, when related writings are signed within a few days of each other, they are considered a single contract. One Florida court found that even writings prepared and signed months apart could be construed together. In Shelby Homes at Millstone, Inc., v. DaSilva, 983 So. 2d 786 (Fla. 4th DCA 2008), the parties had contracted for the construction of a particular model home. Nearly seven months later, the parties executed another contract that changed the model home to be constructed. A dispute arose between the parties about whether certain terms of the earlier contract were incorporated in the latter contract. The court held that that terms of the earlier contract were incorporated into the latter contract because the two written contracts concerned the same subject matter. This suggests that related written documents signed even several months apart could constitute a single contract.

In some circumstances, oral agreements regarding contract terms could also be incorporated into the contract when a written document lacks a merger clause. However, the contract must not be covered by the Statute of Frauds, and the oral provision cannot be an essential term of the contract. The Statute of Frauds requires that certain contracts must be memorialized in a signed writing. The types of contracts covered by the Statute of Frauds include, contracts for the sale of real estate, certain agreements to pay a debt, and agreements that cannot be performed within one year. Fla. Stat. § 725.01. A writing that is sufficient to satisfy the Statute of Frauds must include the essential terms of the contract. Cohoda v. Russell, 289 So. 2d 55 (Fla. 2d DCA 1974).

The Fort Lauderdale business litigation attorneys of the Mavrick Law Firm represent businesses and their owners in breach of contract litigation and related claims of fraud, non-compete agreement litigation, trade secret litigation, trademark infringement litigation, employment litigation, and other legal disputes in federal and state courts and in arbitration.