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Law Educator, Esq.
Law Educator, Esq., Attorney
Category: Business Law
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Experience:  All corporate law, including non-profits and charitable fraternal organizations.
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Question for expert: PaulMJDMy question concerns Florida

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Question for expert: PaulMJD
My question concerns Florida law regarding transactions when there is no written contract. Example: XYZ company a non-Florida business says they will ship certain items to ABC a Florida business by a certain date to a pre-determined location for ABC to distribute in a special ceremony to be conducted on the stated date. The items are definitely needed in-hand on or before the stated date. XYZ says they understand and know the required date. But, what if XYZ fails to deliver on time, and the items cannot be distributed in the ceremony as a result. 1) Can ABC dispute all or a portion of the billing as a result of XYZ's failure to comply?

According to Florida rule 1.130a - Attaching Copy of Cause of Action and Exhibits
(a) Instruments Attached.
All bonds, notes, bills of exchange, contracts, accounts, or documents upon which action may be brought or defense made, or a copy thereof or a copy of the portions thereof material to the pleadings, shall be incorporated in or attached to the pleading.

2) If ABC asked XYZ for all documents in the matter, including proof of delivery receipts fomr shipper's shipping records and XYZ supplied nothing to ABC -- does ABC have valid grounds to contest a "full billing" from XYZ -- and/or to have a suit dismissed if such a suit were to be filed and had no attachments to the complaint other than a generated invoice?
Hi, I am a moderator for this topic. I sent PaulMJD a message to follow up with you here, when he is back online. If I can help further, please let me know. Thank you for your continued patience.

Thank you for your new question. I apologize for the delay as I was traveling out of the US yesterday and we had some technical site issues as well that have slowed my response.

Florida recognizes the oral contract exemption to the statute of frauds (which requires contracts be in writing to be enforceable) where one party performs their part of the obligation and the other party fails to perform. If you placed your order with the understanding that they would deliver by a date certain and made your payment, then they are in breach of the verbal contract and liable to you for any damages you suffered.

Also, one other issue is if the company is out of state, to get personal jurisdiction over them in court, I am afraid that you have to sue them in the state where they are located to recover your losses. The FL court is not likely going to be able to exercise personal jurisdiction over the out of state company on this as they will claim they do not regularly conduct business in FL and do not have sufficient ties with the state of FL to subject them to jurisdiction of the FL court.

If ABC asks for the proof of the order from XYZ they have to provide whatever they have. If all they have is the invoice and proof of shipping, that can be sufficient to continue the suit. The documents do not necessarily have to be attached to the complaint itself, but they would have to be produced at some point in court to prove that they actually shipped these items.

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Law Educator, Esq., Attorney
Category: Business Law
Satisfied Customers: 118070
Experience: All corporate law, including non-profits and charitable fraternal organizations.
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