COASTAL COMPUTER CORPORATION, APPELLANT,
v.
TEAM MANAGEMENT SYSTEMS, INC., CHARLES TUTTLE AND YVONNE TUTTLE, APPELLEES
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Coastal Computer Corporation sought a temporary injunction to enforce noncompetition provisions in employment agreements with the Tuttles, but the trial court denied the motion, finding the agreements provided an exclusive remedy of forfeiture of benefits rather than injunctive relief. The appellate court reversed, holding that the agreement's language did not establish an exclusive remedy and that injunctive relief remained available under Florida law.
The court held that the noncompetition provisions did not establish an exclusive remedy because the language lacked the mandatory or limiting language necessary to indicate the parties' intent to restrict remedies to forfeiture alone. Therefore, Coastal may pursue any remedy available by law, including injunctive relief under Florida Statutes Section 542.33.
[1] A contractual remedy provision is not exclusive unless it contains language clearly limiting the parties' remedies to the one stated.
[2] In the absence of an exclusive, stipulated remedy, a party may elect to pursue any remedy that the law affords.
Previewing 2 of 4 headnotes on this case. FLexlaw’s editorially structured points of law — every proposition, pinpointed — are reserved for members.
Join FLexlaw to unlock all legal intelligence“Parties to a contract may stipulate to what the consequences of a breach of the agreement will be. If the language discloses that the parties intended to limit the remedy to the one stated, the stipulation will be enforced.”
Establishes the standard for determining whether parties have contractually limited remedies to exclusive ones
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Join FLexlaw to unlock all legal intelligenceCoastal Computer Corporation employed Charles and Yvonne Tuttle under employment agreements containing noncompetition provisions that prohibited the e…
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RYDER, Judge.
Coastal Computer Corporation seeks review of a nonfinal order denying its motion for temporary injunction. Coastal sought in-junctive relief against Team Management Systems, Inc. and Charles and Yvonne Tuttle (the “Tuttles”) based on its employment agreements with the Tuttles that contained noncompetition provisions. The trial court found that these provisions stated the exclusive remedy for their breach, which did not include injunctive relief. It, therefore, denied Coastal’s request for temporary injunction. We disagree and reverse.
The parties agreed at the hearing on Coastal’s motion that the issue of whether the noncompetition provisions contained an exclusive remedy for breach would be dispos-itive, if the court ruled that the stated remedy was exclusive. Although there is some argument in the briefs about whether Coastal established a clear legal right to the relief requested, our review of the record leads us to believe that the lower court did not address this issue. Although we reverse the trial court’s order, we do not decide whether, under the facts of this case, Coastal is entitled to a temporary injunction. We remand for further proceedings on that issue.
The Tuttles’ employment agreements with Coastal both contained the following provision:
If Employee [Mr. or Mrs. Tuttle] leaves the employ of the Employer [Coastal] for any reason, Employee agrees that he [she] will not, for a period of one year, engage in any activity which is in competition with any business activity of the Employer. Violation of this agreement will be cause for forfeiture of any remaining settlement or benefits.
Coastal argues that the last sentence of the provision sets out one remedy for its breach, but does not .provide an exclusive remedy. We agree. Parties to a contract may stipulate to what the consequences of a breach of the agreement will be. If the language discloses that the parties intended to limit the remedy to the one stated, the stipulation will be enforced. Dillard Homes, Inc. v. Carroll, 152 So. 2d 738 (Fla. 3d DCA 1963). Here, however, the stated remedy does not contain language that limits Coastal’s remedy to forfeiture or that states forfeiture will be the exclusive remedy.
Florida cases where courts have construed contractually stated remedies as exclusive have involved contracts containing mandatory or limiting language. See Hatcher v. Panama City Nursing Center, Inc., 461 So. 2d 288 (Fla. 1st DCA1985) (purchaser is limited to the amount of $10,000.00); Greenstein v. Greenbrook, Ltd., 413 So. 2d 842 (Fla. 3d DCA 1982) (neither party shall be entitled to specific performance); Dillard Homes, 152 So. 2d at 739 (sum shall be retained by the seller as liquidated damages). The wording of the contracts in these cases indicates that their limitation of remedies provisions were “mutual, unequivocal and reasonable.” Greenstein, 413 So. 2d at 844. We hold that the absence of such wording in the contracts between Coastal and the Tuttles demonstrates that the stated remedy was not intended to be exclusive. In the absence of an exclusive, stipulated remedy, a party may elect to pursue any remedy that the law affords. Black v. Frank, 176 So. 2d 113 (Fla. 1st DCA1965). Section 542.33, Florida Statutes (1991), empowers a court to enforce a noncompetition agreement by injunction.
The portion of the trial court’s order denying Coastal’s motion for temporary injunction on the grounds that the employment agreements state the exclusive remedy for their breach is reversed. This case is remanded for proceedings consistent with this opinion.
FRANK, C.J., and CAMPBELL, J., concur.
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Mayor's Jewelers, Inc. v. State of Cal. Pub. Emps'. Ret. Sys., 685 So. 2d 904 (Fla. 4th DCA 1996)…ed damages” clause. Because Florida law holds that it is possible for contracting parties to agree to a liquidated damages clause that supplies the exclusive remedy for specified breaches, see, e.g., Coastal Computer Corp. v. Team Mgt. Systems Inc., 624 So. 2d 352 (Fla. 2d DCA 1993); Hatcher v. Panama City Nursing Center Inc., 461 So. 2d 288 (Fla. 1st DCA 1985); Dillard Homes Inc. v. Carroll, 152 So. 2d 738 (Fla. 3d DCA 1963), the parties added the following provision to article 20: “LANDLORD may also elect…
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Kolter Signature Homes, Inc. v. Shenton, 46 So. 3d 1211 (Fla. 4th DCA 2010)…] because the contract did not clearly and unequivocally limit the remedy of specific performance, the purchasers still possessed that remedy. In support, the sellers cited, among other cases, Coastal Computer Corp. v. Team Management Systems, Inc., 624 So. 2d 352, 353 (Fla. 2d DCA 1993) (“In the absence of an exclusive, stipulated remedy, a party may elect to pursue any remedy that the law affords.”), and Marco Bay Associates v. Vandewalle, 472 So. 2d 472, 475 (Fla. 2d DCA 1985) (contract did not negate or e…
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Regents Park Invs., LLC. v. KAI Props., Ltd, 149 So. 3d 756 (Fla. 3d DCA 2014)…e does not limit the remedies available to the purchaser in the event of a default by the seller, the court below erred in concluding that an action for specific performance could not be asserted. See Coastal Computer Corp. v. Team Mgmt. Sys., Inc., 624 So. 2d 352, 352-53 (Fla. 2d DCA 1993) (finding that the appellant could “pursue any remedy that the law affords” where the parties’ contract set out one remedy for its breach, but did not also provide that this was an exclusive remedy); Dillard Homes, Inc. v.…
Previewing 3 of 5 citing cases — full citator treatment, depth of discussion, and citing context are member features.
Join FLexlaw to unlock all legal intelligenceAuthorities Cited
- Black v. Frank, 176 So. 2d 113 (Fla. 1st DCA 1965)
- Dillard Homes, Inc. v. Most Reverend Coleman F. Carroll, 152 So. 2d 738 (Fla. 3d DCA 1963)
- Hatcher v. Panama City Nursing Ctr., Inc., 461 So. 2d 288 (Fla. 1st DCA 1985)
- Greenstein v. Greenbrook, Ltd., 413 So. 2d 842 (Fla. 3d DCA 1982)
- Lightsey v. State, 413 So. 2d 842 (Fla. 3d DCA 1982)