Here in Florida, there are a variety of types of agreements that can be valid, enforceable contracts. Your oral agreement may constitute a binding contract. You may have a handwritten document that potentially could be an enforceable agreement. Of course, in other circumstances, that “handshake” agreement or handwritten “contract” you signed may not be enforceable at all, especially if it lacks essential terms. If you intended to create a binding agreement, the last thing you want is for it to fail for lack of some required provision, which is just one more reason (among the many others) why it pays to have legal representation from an experienced South Florida commercial contracts attorney when you’re setting up your contract.
Just because an agreement is handwritten, that doesn’t mean it isn’t a valid contract. On the other hand, as a group of business entities found out from a Florida appeals court recently, just because all sides signed onto a handwritten agreement, that doesn’t necessarily make it an enforceable contract, either.
That handwritten document could be many things. It could be a binding contract. Alternately, it could be simply an “agreement to agree,” or it could be not even that. The key often lies in the contents of that handwritten document.
To be a valid, enforceable agreement, your document must have several things. It must have contents that clearly display an offer and an acceptance, or a “meeting of the minds” between your business and the other signing entity(-ies).
It also needs to have certain terms spelled out with specificity in order to be enforceable. For example, consider that appeals court dispute over the handwritten agreement. The subject was a Fort Lauderdale LLC that imported and distributed tile and ceramics. In response to the tile and ceramics business’s struggles, the four members of the LLC met and agreed to a transfer of membership interests.
The handwritten document called for one of the members to buy out the others. In addition, the writer said that the term was 32 months, the governing law was Florida law, and there was a right to prepay. The document also named joint and several guarantors and the costs and fees in the event of default.
Despite all those details and specifics spelled out in the handwritten document, it still wasn’t a binding contract.
Essential terms intentionally left open = no binding contract
The handwritten document was not an enforceable agreement because it was missing several essential terms needed to make it a valid contract. The court pointed out that the proof presented in the case showed “that the parties intentionally left open essential terms for future consideration.”
One way to tell if an agreement you have for the transfer of LLC interest is an enforceable contract is to look at the LLC’s governing documents. If the LLC’s operating agreement has express terms that dictate how a “valid, binding transfer” must occur, then any document you create – handwritten or otherwise – that purports to transfer interests in that LLC must follow those instructions faithfully. In the tile LLC’s situation, the operating agreement did spell out what “would effectuate a valid, binding transfer.” The handwritten document the members created didn’t meet those standards, leaving many express conditions “unaddressed… and completely unsatisfied.” That meant that, at most, the parties had an agreement to agree, and not a binding contract to transfer.
The best way to ensure that the papers you sign will be enforceable in a court of law and do what you want is to make sure you have the right legal team representing you every step of the way. Whether you are negotiating a contract, drafting a contract, or litigating a contract’s enforcement, look to the skilled South Florida commercial contract attorneys at Stok Kon + Braverman to provide you with the diligent and powerful legal advocacy your business needs.
Contact us online or by calling (954) 237-1777 to schedule your consultation.