Legal Memorandum: Contract Validity in FL

Issue: Whether under Florida law a contract may be considered binding if details remain to be fixed.

Area of Law: Business Organizations & Contracts
Keywords: Contract; Details are not fixed
Jurisdiction: Florida
Cited Cases: 313 So. 2d 70; 608 So. 2d 859; 568 So. 2d 922; 21 So. 807; 842 So. 2d 133; 324 So. 2d 676; 39 Fla. 95
Cited Statutes: None
Date: 01/01/2008

Florida law is well settled that

[e]ven though all the details are not definitely fixed, an agreement may be binding if the parties agree on the essential terms and seriously understand and intend the agreement to be binding on them.  A subsequent difference as to the construction of the contract does not affect the validity of the contract or indicate the minds of the parties did not meet with respect thereto.


Blackhawk Heating & Plumbing Co. v. Data Lease Fin. Corp., 302 So. 2d 404, 408 (Fla. 1974).  Thus, difficulties in construction of a contract do not render a contract invalid, if the parties have agreed to be bound and have agreed to essential terms.  Id. at 408.  Florida law also provides:

“Where the terms of a written agreement are in any respect doubtful or uncertain, or if the contract contains no provisions on a given point, or if it fails to define with certainty the duties of the parties with respect to a particular matter or in a given emergency, and the parties to it have, by their own conduct, placed a construction upon it which is reasonable, such construction will be adopted by the court, upon the principle that it is the duty of the court to give effect to the intention of the parties where it is not wholly at variance with the correct legal interpretation of the terms of the contract.”

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