Seeking to invalidate an agreement based upon a contract term that is allegedly unenforceable under the law can be tricky. The court may decide that the provision is, in fact, enforceable under Florida law. Alternately, the court may decide that the provision is unenforceable but that it is severable and, as a result, the larger agreement survives. Success, if you are seeking invalidation, lies in proving that the problematic provision was unenforceable and that it was integral to the larger agreement. If you find yourself challenging a commercial contract for this or any other reason, be sure you have representation from experienced South Florida commercial litigation attorneys on your side.
These issues of enforceability and severability were at the center of a recent dispute in South Florida. The agreement was a “subcontract” in which a construction management firm contracted for the subcontractor’s provision of doors in an assisted living facility. The subcontractor allegedly completed all of its obligations under the agreement. However, more than $100,000 remained due and unpaid, according to the door company.
So, the subcontractor sued the contractor and its surety in South Florida. Not wanting to go through a full civil trial, the contractor and the surety asked the judge to compel arbitration. The subcontract contained an arbitration provision that covered any “claim, dispute or other matter in question arising out of or related to this Subcontract Agreement.”