There are a great many steps that lead to protecting your business interests and achieving a successful result if you find yourself in a breach-of-contract litigation action. If you are the party whose business interests were damaged by the breach, then you will likely be the plaintiff in that litigation. One of the keys to success involves making sure that the required complaint or pleading documents you file in court make it “easy” for the court to see why you are correct and why you should win the case. This means establishing a clear and easy-to-deduce theory of liability against each of the parties you’ve sued. To make sure your litigation action is as strong and persuasive as possible, be sure you’re working an experienced South Florida commercial litigation attorney.
A recent case from southwest Florida was one where this issue of pleadings and theories of liability took center-stage. The origin of the case traced to a real estate sales transaction. The purchaser attempted to assign its rights and obligations under the agreement to a different corporation shortly before the transaction’s closing date. The assignee closed on the subject properties. The assignee did not, however, pay the real estate broker that brokered the transaction. The broker sued to recover the commissions it alleged that it was owed under a pair of sales contracts.
Of course, in many business transaction litigation matters, including this one, there may be different defendants. And, if there are different defendants, there may be different theories of liability against each of those defendants. The case against the purchaser was a straightforward claim of breach of contract based upon the purchaser’s failure to pay the commission. The case against the assignee was murkier, as the assignee had signed neither sales agreement and, in fact, there was no contract directly between the broker and the assignee at all. The broker’s case against the assignee did not state that the assignee was an assignee or a third-party beneficiary of the contract.
The trial court eventually granted summary judgment in favor of the broker, placing the assignee and the purchaser jointly and severally liable for a judgment in excess of $140,000.
The assignee appealed and it won. The reason for the assignee’s success in reversing the summary judgment and its obligation for paying damages came down to the pleading documents that the broker filed in the trial court. In the appeals court’s opinion, the broker’s pleading documents simply did not make it clear what the actual theory of liability was against the assignee. This proved to be a fatal problem for the broker. Although the broker argued persuasively at the appellate level that the assignee was liable “by likening its claims to a breach of third-party beneficiary cause of action,” the evidence that it accumulated and presented to the trial court simply wasn’t enough, in the appeals court’s view, to establish that there was a third-party beneficiary contract between the broker and the assignee, much less that the assignee breached that third-party beneficiary contract.
Success in breach of contract cases and other commercial litigation begins well before the first day of trial. It starts from the moments that you decide to file suit. For reliable representation to protect your business interest, contact the knowledgeable South Florida commercial litigation attorneys at Stok Kon + Braverman. Our experienced team has been helping clients achieve positive results for many years.
Contact us online or by calling (954) 237-1777 to schedule your consultation and find out how this firm can help you.
More blog posts:
When Is a Contract Provision Unenforceable in Florida and How Does the Law of Severability Apply to Cases Like This?, Florida Business Lawyers Blog, Oct. 1, 2018
What Are Your Options When it Comes to Pursuing a Third Party to Collect a Florida Judgment Owed to You?, Florida Business Lawyers Blog, Aug. 17, 2018