The “first to breach” or “prior breach” doctrine is a commonly raised defense by employees in actions brought by their former employers to enforce restrictive covenants. Under Florida law, an employer’s prior breach of its employment contract may prohibit the employer from enforcing restrictive covenants under the same agreement. Employees…
Non-compete agreements between employers and their employees sometimes contain “forum selection clauses” that dictate where subsequent lawsuits related to the non-compete agreement can be filed. Under Florida and federal law, forum-selection clauses are presumptively valid absent a “strong showing” that enforcement would be unfair or unreasonable under the circumstances. It…
Courts are often tasked with interpreting commercial contracts. Unfortunately, contracts sometimes contain terms that do not clearly convey the intent of the contracting parties. Courts consider these terms as “ambiguous” for purposes of contract interpretation in commercial litigation. Generally, an agreement is ambiguous under Florida law if, as a whole…
A frequently litigated issue in contractual disputes is whether a non-breaching party can recover its alleged consequential damages arising under a contract. Consequential damages, or special damages, may include monetary losses stemming from lost profits. If a party can establish a breach under the contract, then a party may be…
Tortious interference claims arise when another business or person unjustly interferes with the business or contractual relationships of another business. However, all interference is not inherently “tortious” under Florida law. For example, certain types of interference may qualify as “privileged” or “justified” when the party acts in its own financial…
Employees owe their current employers a duty of loyalty under Florida law. This duty of loyalty is a specific fiduciary duty that requires employees to act in the best interest of their current employers. One example of such a breach is where an employee who starts a competing business while…
A prevalent issue in Florida trade secret litigation is whether an employer adequately protected its trade secrets and confidential information. To qualify for protection under Florida Uniform Trade Secrets Act (“FUTSA”) and the federal Defend Trade Secrets Act (“DTSA”), an employer must show that it adequately maintained the secrecy of…
A prevalent issue in business litigation is whether a party’s fraud claims are prohibited by an integration clause in a contract. Contracts typically include integration clauses to prevent contracting parties from later asserting claims based on oral statements that were not also expressed in the contract. Integration clauses or “merger”…
Business litigation often involves contractual disputes and related fraud claims arising between parties. In Florida, contracting parties are generally prohibited from using a contract to limit liability for fraudulent acts. This general prohibition exists because contracting parties are entitled to rely on each other’s representations before entering a contract. However,…
A compilation of a business’ customer information can qualify as a trade secret under Florida and Federal law. This trade secret protection extends further than just a business’ list of customers. A business’ cognizable trade secrets can include a different elements of customer information that are compiled in the aggregate…