JOHN M. DICKEY AND POMPANO BEACH HOLIDAY INN, INC., A FLORIDA CORPORATION, APPELLANTS,
v.
HOLIDAY INNS OF AMERICA, INC., AND C. F. WILLARD FRANKS, APPELLEES
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Franchisees of a Holiday Inn motel sought declaratory and injunctive relief based on an alleged implied covenant in their license agreement protecting them from competition by nearby Holiday Inn licensees. The court affirmed the trial court's dismissal, holding that the express "spot license" limited protection to the specific location, and the court would not imply additional protections the parties failed to negotiate.
The court held that no implied covenant existed protecting the licensees from nearby competition because the express "spot license" clearly defined the limited geographic area of exclusive protection, and the court will not imply contract terms that the parties failed to expressly negotiate.
“Implied contracts are recognized where the parties would have presumably provided for the situation in the written agreement had it occurred to them. However, the law will not imply a contract where a valid express one exists”
Establishes the legal standard for when courts will recognize implied contracts and the principle that express agreements preclude implied terms.
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Join FLexlaw to unlock all legal intelligenceJohn M. Dickey, a major stockholder in Pompano Beach Holiday Inn, Inc., entered into a license agreement on March 31, 1961, with Holiday Inns of Ameri…
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John M. Dickey (a plaintiff herein) is a major stockholder in Pompano Beach Holiday Inn, Inc. (also a plaintiff herein), which constructed, developed, operates and maintains a licensed franchised Holiday Inn motel on Highway A1A, Pompano Beach, Florida. Dickey entered into a license agreement on March 31, 1961, with Defendant-Holiday Inns of America, Inc., to operate the motel under the franchised Holiday Inn system and trade name.
*407On November 21, 1967, Holiday Inns of America, Inc. granted to Defendant, C. F. Willard Franks a similar license agreement to operate a Holiday Inn motel 2.5 miles south of the plaintiff’s motel.
Plaintiff filed a complaint seeking declaratory and injunctive relief, based on the license agreement. The trial court entered a final judgment on an order dismissing the complaint and entered a judgment on the pleadings in favor of the defendant.
Plaintiffs concede, as indeed they must, that the license agreement was only a “spot license,” which gave limited protection from competition from other Holiday Inn licensees.1 However, plaintiffs argue that an implied covenant existed in the agreement to protect them from unreasonably imposed competition . by the licensor from newly created nearby licensee.
Implied contracts are recognized where the parties would have presumably provided for the situation in the written agreement had it occurred to them.2 However, the law will not imply a contract where a valid express one exists, 7 Fla.Jur., Contracts, § 5. The “spot license” clearly listed the area where the plaintiffs were afforded non-competitive protection.3 If the plaintiffs desired additional protection from nearby competition they should have expressly provided for such protection in the agreement. This they did not do, and the courts are unable to do for the plaintiffs by judicial fiat what the plaintiffs failed to do for themselves.
Accordingly, we affirm the final judgments of the trial court.
Affirmed.
McCAIN and OWEN, JJ., concur.
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Citator
Cited By
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Barnes v. Burger King Corp., 932 F. Supp. 1420 (S.D. Fla. 1996)…der Florida contract law, a condition or obligation will not be implied which directly conflicts or is in derogation of the expressed terms of the parties’ agreement.” October 13 Report at p. 22 (citing Dickey v. Holiday Inns of America, Inc., 226 So.2d 406, 407 (Fla. 4th D.C.A.1969)); Broad v. Rockwell International Corp., 642 F.2d 929, 957 (5th Cir.1981), cert. denied, 454 U.S. 965, 102 S.Ct. 506, 70 L.Ed.2d 380 (1981). Thus, the Magistrate Judge recommended that Burger King’s Motion be g…1 / 2
Authorities Cited
- Bromer v. Fla. Power Light Co., 45 So. 2d 658 (Fla. 1949)
- Moylan v. Sophronia I. Estes, 102 So. 2d 855 (Fla. 3d DCA 1958)