Monday, April 28th, 2014 | Author:

Contracts should, where applicable, provide for performance to be completed by a date certain

We have commented, in the past, on the need for non-compete agreements to be specific so that a court can determine that the language of the document is “clear and unambiguous.”  If it is, then the court will not look outside the four corners of the document to determine what the parties meant. Instead, the Court will merely apply the clear language to the facts of the particular case.  This principle was recently affirmed in 326-330 St. Armands Circle, LLC v. GEE22, LLC, 39 Fla. L. Weekly D 803 (Fla. 2d DCA April 16, 2014).  In that case, there was a dispute over when the commercial landlord was supposed to have delivered the renovated premises to the tenant.  The problem for the tenant, however, was that the contract was silent on the date of completion.  The Court, finding that the contract was unambiguous, refused to imply that the completion of construction had to occur by a specific date.  Put another way, the parties could have agreed to complete construction by a certain date but they did not put this language in the lease.  Protracted litigation could have been avoided had the date been included in the contract and this is why careful contract drafting is crucial.

This article does not constitute legal advice or the formation of an attorney-client relationship, and is not for re-publication without express permission of the author.

Brad Kelsky