Ask a Business Lawyer. Get Business Law Questions Answered ASAP.
Hi Kathi, I would like to assist you with your legal issue today. I cannot provide you with advice specific to your legal problem (no attorney/client relationship and I do not have the facts sufficient to provide a complete legal opinion). I can however, provide you with general legal principles that apply to situations such as the one you are describing.
My understanding from your post is that you are describing the following: (1) a written contract signed in Florida between a supplier of merchant machines, and a proprieter for the lease of equipment; (2) the supplier failed to provide the equipment in a timely manner under the terms of the agreement; (3) the failure to provide the equipment caused economic harm to the proprieter through an inability to perform business; (4) the proprieter immediately leased alternative equipment from a third party which provided the equipment in a timely fashion; (5) after receiving the replacement goods, the initial supplier's product arrived, and was refused by the proprieter; (6) the supplier demanded enforcement of the contract; (7) the proprieter's attorney wrote a letter identifying the supplier's material breach and the proprieter's election to void the contract; (8) the supplier did not contact the proprieter for approximately one year after this notice; (9) the supplier now threatens suit for breach of contract, and wishes to enforce the contract in New York state.
Given the facts as stated, it appears that the attorney's letter regarding a material breach and voiding the contract is reasonable. A proprieter that cannot perform business without a necessary piece of equipment can be entitled to void the contract when a supplier who is aware of the fact that the equipment is critical and fails to produce the product without any acceptable excuse.
I should start by stating that this is a contracts question, and all contracts questions must start with a careful reading of the contract (please make sure you do, it will include terms for prompt performance, breach, etc. that you should read and these terms are required to be in language that is understandable.
There is also a waiver issue in the fact patter identified above, waiting for over a year after being notified by an attorney that a contract is being declared void by one party raises an issue called "estoppel" this basically means that the other party did not raise the issue earlier, so they cannot raise it now. (This is a very fact specific argument, so I cannot tell whether or not it applies, but I can tell you that it is something you should consider given the generic facts as I have summarized them.
The forum issue is straightforward from a legal sense: Courts will allow parties to select the choice of "law" (e.g. this case will be decided under Idaho law), but they cannot select the forum (if the case is properly venued in Texas, it must stay there). If you have no business relations in a state outside of Wisconsin, do not reside there, and did not enter into a contract there, there does not exist a proper basis for venue outside the state.
As far as the valuation of the potential claim, a $2,000.00 claim generally falls within the "Small Claims" jurisdiction, where individuals represent themselves (only entities such as corporations are required to have attorneys, as they cannot appear themselves), but trials are less formal, and the process is much less expensive. I cannot provide you with strategic advice in this matter, the following are only three of perhaps many possibilities that are more accurate or relevant given your particular facts and case, the following may be reasonable possible outcomes: (1) the supplier sues the proprieter out of state, receives a small judgment, and attempts to enforce it in state, the judgment is subject to "collateral attack" for lack of jurisdiction (forum); (2) the supplier sues the proprieter in state in small claims court at which point the parties each present their prospective arguments; and (3) the proprieter sues the supplier for whatever costs and expenses were incurred for the lost profit due to the suppliers' failure to produce the product on time initially.
I hope the above is helpful, please let me know if you need more information, if I need to clarify something, or if I missed or misunderstood something. I will be happy to follow up.
Dear Kathi, I do want to add that as a practical matter, most litigants (including large scale companies) will evaluate the costs and benefits of litigation prior to engaging in suit. This is the difference between a legal right and a practical claims analysis. I have no way to assist you with evaluating your own claim, I do not have the information to actually evaluate the value of the claims or counter claims in any potential or hypothetical suit, I cannot tell you how aggressive the creditor you are dealing with, nor how strong the claims are, but these are things litigants or potential may wish to consider in evaluating threatened litigation.
DISCLAIMER: Answers from Experts on JustAnswer are not substitutes for the advice of an attorney. JustAnswer is a public forum and questions and responses are not private or confidential or protected by the attorney-client privilege. The Expert above is not your attorney, and the response above is not legal advice. You should not read this response to propose specific action or address specific circumstances, but only to give you a sense of general principles of law that might affect the situation you describe. Application of these general principles to particular circumstances must be done by a lawyer who has spoken with you in confidence, learned all relevant information, and explored various options. Before acting on these general principles, you should hire a lawyer licensed to practice law in the jurisdiction to which your question pertains.
The responses above are from individual Experts, not JustAnswer. The site and services are provided “as is”. To view the verified credential of an Expert, click on the “Verified” symbol in the Expert’s profile. This site is not for emergency questions which should be directed immediately by telephone or in-person to qualified professionals. Please carefully read the Terms of Service (last updated February 8, 2012).