MIAMI BUSINESS LITIGATION: PREDISPOSITION TO ENDING A BUSINESS RELATIONSHIP

Lawsuits to prevent unlawful competition can take several forms. A lawsuit may involve the enforcement of a restrictive covenant like non-compete agreements, non-solicitation provisions, or non-disclosure agreements. These agreements are only permitted when supported by a legitimate business interest demonstrating the restrictive covenant provision is intended to prevent unlawful competition. White v. Mederi Caretenders Visiting Servs. of Se. Fla., LLC, 226 So. 3d 774 (Fla. 2017) (The restrictive covenant statute “does not protect covenants whose sole purpose is to prevent competition per se because those contracts are void against public policy…. There must be special facts present over and above ordinary competition such that, absent a non-competition agreement, the employee would gain an unfair advantage in future competition with the employer.”). Am unlawful competition lawsuit can also involve the breach of a fiduciary duty when a defendant directs corporate opportunities to himself or herself instead of the company he or she works for. And, an unlawful competition lawsuit can result from an act of tortious interference when a defendant improperly medals in a relationship between the plaintiff and a third-party. This article explores the later, tortious interference claims, and why they may be harder to prove than a plaintiff might think. The Miami business litigation attorneys of the Mavrick Law Firm represent businesses and their owners in breach of contract litigation and related claims of fraud, non-compete agreement litigation, trade secret litigation, trademark infringement litigation, employment litigation, and other legal disputes in federal and state courts and in arbitration.

Establishing a tortious interference claim may appear simple. A plaintiff need only prove the existence of a business relationship or contractual relationship between the plaintiff and a third person under which the plaintiff has legal rights, the defendant’s knowledge of the relationship or contract, the defendant’s intentional and unjustified interference with in that relationship which induces or causes the demise of the relationship, and damages resulting from the interference. Seminole Tribe of Fla. v. Times Pub. Co., 780 So. 2d 310 (Fla. 4th DCA 2001). The claim requires a plaintiff to prove the defendant “interfered with a contract by influencing, inducing or coercing one of the parties to… breach the contract, thereby causing injury to the other party.” Farah v. Canada, 740 So. 2d 560 (Fla. 5th DCA 1999). This requirement can provide a defendant with an opportunity to defeat the tortious interference claim when the third-party conducting business with the plaintiff was predisposed to breaching its agreement or relationship with the plaintiff. Simmons v. USI Ins. Servs., LLC, 2024 WL 946287 (M.D. Fla. Mar. 5, 2024) (“Under Florida law, the breaching party’s predisposition to breach defeats a claim for tortious interference, even where the defendant is aware that the breaching party intends to breach and takes actions that further the breaching party’s plan.”). This is true even when a defendant helps the third-party terminate the relationship with the plaintiff. Courts reason that predisposition precludes tortious interference because a defendant cannot be the proximate cause of the relationship’s or contract’s demise when the third-party was going to end the relationship anyway. Ingenuity, Inc. v. Linshell Innovations Ltd., 644 F. App’x 913 (11th Cir. 2016) (“Under Florida law, a party’s predisposition to breach precludes any finding that it was induced to breach by a third party.”). However, predisposition does not provide defendants with an unfettered license to tortuously interfere because the defendant’s actions cannot be the proximate cause the relationship’s termination. Westgate Resorts, Ltd. v. Sussman, 387 F. Supp. 3d 1318 (M.D. Fla. 2019) (Predisposition to breach means “that the breach by the party to the contract rather than the persuasion by the defendant was the proximate cause of the plaintiff’s damage.” Westgate Resorts, Ltd. v. Sussman, 387 F. Supp. 3d 1318 (M.D. Fla. 2019).

The Miami business litigation lawyers of the Mavrick Law Firm also represent clients in Fort Lauderdale, Boca Raton, and Palm Beach. This article does not serve as a substitute for legal advice tailored to a particular situation.