Legal Memorandum: Elements of a Valid Contract

Issue: What factors must be considered in order to evaluate a contract’s validity?

Area of Law: Employee Law
Keywords: Contract's validity; Factors
Jurisdiction: Florida
Cited Cases: 585 So. 2d 949; 495 So. 2d 859; 253 So. 2d 461; 605 So. 2d 941; 930 So. 2d 761; 383 So. 2d 969; 639 So. 2d 636; 3 So. 2d 162
Cited Statutes: None
Date: 07/01/2008

The question whether there was a meeting of the minds as to the essential elements of the contract requires the court to consider all the surrounding circumstances.  Barone v. Rogers, 930 So. 2d 761, 764 (Fla. 4th DCA 2006). 

When primary documentary evidence has been lost or destroyed, secondary evidence often suffices.  “Unquestionably secondary evidence is admissible to prove the contents of a lost writing where proper predicate is laid and where such evidence is otherwise competent and admissible.”  Nahmod v. Nelson, 3 So. 2d 162, 164-65 (Fla. 1941).  “Florida law expressly permits the introduction of parol evidence to prove the contents of a contract, where the proponent provides a satisfactory explanation that the original contract was lost or destroyed.”  Ins. Co. of State of Pa. v. Genova Express Lines, Inc., 605 So. 2d 941, 942 (Fla. 3d DCA 1992). Accord Action Fire Safety Equip., Inc. v. Biscayne Fire Equip. Co., 383 So. 2d 969 (Fla. 3d DCA 1980) (trial court properly admitted secondary evidence, a copy of a contract, in the plaintiff’s favor, where the original was under the defendant’s control, the plaintiff had explanation for not possessing the original, the defendant was on notice that the secondary evidence would be offered, and the plaintiff testified as to seeing the defendant sign the original).

But recently it was decided “under state law principles, a contract may be binding on […]

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