SEAWAY YACHT SALES, INC., APPELLANT,
v.
BRUNSWICK CORPORATION AND BERTRAM YACHT SALES OF FORT LAUDERDALE, INC., APPELLEES

Fla. 3d DCA | 1970-12-22
No. 70-244
Before CHARLES CARROLL, HEN-DRY and SWANN, JJ.
242 So. 2d 192 Florida District Court of Appeal, Third District (1970) Caution
Cited by 11 cases

AI-generated. These summaries, headnotes, and key points are machine-generated and may contain errors or omissions. Always verify against the full opinion text below. Not legal advice.

Synopsis

Seaway Yacht Sales appealed a directed verdict dismissing its claims against Brunswick Corporation and Bertram Yacht Sales for breach of a boat dealership agreement, illegal restraint of trade, and tortious interference. The court affirmed the directed verdict, holding that the dealership contract's cancellation clause permitted termination for any reason and that Seaway failed to prove tortious interference.


Holding

The court held that Brunswick lawfully canceled the contracts under the express cancellation clause permitting termination for any reason, and that Seaway failed to prove tortious interference. The trial court properly excluded parol evidence of an alleged contemporaneous oral renewal agreement under the parol evidence rule.


Headnotes

[1] A contract allowing cancellation by either party "for any reason whatsoever" may be cancelled based on personality clashes and business problems, even if those issues wer…

[2] The parol evidence rule bars evidence of a contemporaneous oral agreement that contradicts or varies the terms of a written contract.

Previewing 2 of 5 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

Key Quotes

“It is further agreed that this franchise may be cancelled by either party on thirty days notice for any reason whatsoever.”

The express language of the cancellation clause in the dealership contracts that permits termination without limitation.

Previewing 1 of 3 key quotes on this case — the court’s exact language, pinpointed for members.

Join FLexlaw to unlock all legal intelligence

Facts & Procedural History

Seaway and Brunswick executed boat dealership contracts on June 5, 1967, containing a cancellation clause allowing either party to cancel on thirty da…

The full statement of facts, procedural history, and disposition for this case are member content.

Join FLexlaw to unlock all legal intelligence

© FLexlaw, Inc. — AI-generated enrichments are proprietary. All rights reserved.


Opinion of the Court
HENDRY, Judge.

HENDRY, Judge.

Plaintiff-appellant Seaway Yacht Sales, Inc. (“Seaway”) appeals the final judgment entered pursuant to a directed verdict for the co-defendants Brunswick Corporation (“Brunswick”) and Bertram Yacht Sales of Fort Lauderdale, Inc. (“Bertram”), the appellees, at the close of all the *193evidence in a jury trial. Appellant-Seaway generally contends that the evidence was sufficient to create jury-submissible questions as to cancellation of his boat dealership agreement because of an exception to the parol evidence rule and as to tortious interference with that agreement.

Seaway sued: (a) Brunswick and Bertram for illegal restraint of trade in violation of Ch. 542, Fla.Stat., F.S.A.; (b) Bertram for tortious interference with existing boat dealership contracts; and (c) Brunswick for breach of those contracts.

The parties agree that there was an important boat dealership agreement based upon several 1967 contracts between Seaway and Brunswick, that significant business problems and personality clashes developed between Brunswick as manufacturer and Seaway as dealer, and that the 1967 contracts drafted by Brunswick provided for cancellation in the following language:

“It is further agreed that this franchise may be cancelled by either party on thirty days notice for any reason whatsoever.”

There is no dispute that Brunswick gave thirty days’ written notice of its cancellation.

The parties do dispute whether the Brunswick-Seaway disagreements were so irreconcilable as to justify cancellation under the contract terms as properly construed; whether the trial court properly construed the contract language; and whether the Bertram-Brunswick negotiations constituted a tortious interference with an existing contract.

To begin with, it is not necessary to construe the contract language “for any reason whatsoever,” for there is ample, undisputed evidence as to both personality clashes and business problems to justify Brunswick in cancelling the contracts. There was evidence that these problems had been resolved, but that does not negate their existence in the first place, nor does such evidence, even when combined with negotiations between Brunswick and another boat dealer, rise to the level of showing bad faith or willfulness which was the substance of Seaway’s allegations in the complaint.

The specific contracts were executed on June 5, 1967, and by their terms were to continue until July 31, 1968, but did not expressly deal with renewal. Seaway attempted to prove a “contemporaneous oral agreement made contemporaneously with the executing of the direct dealer” contracts that they should be renewed annually. The lower court correctly barred any such evidence under the parol evidence rule. See: Boyer Bros. v. Miami Nat. Bank, 90 Fla. 65, 105 So. 113.

The dealership contracts involved did not expressly prohibit other boat dealers from obtaining a similar franchise. The substance of Seaway’s argument as to tortious interference is that Brunswick and a rival boat dealer Bertram conducted negotiations, later signed a franchise agreement, and this was virtually simultaneous with the cancellation of, Seaway’s own dealership arrangement. In Lingard v. Kiraly, Fla.App.1959, 110 So.2d 715, an employee sued a third person for tortious interference with an existing employment contract, and it was held that the lower court erred in failing to enter a directed verdict in favor of the defendant for failure to prove proximate causation between the defendant’s conduct and loss of employment. The testimony is undisputed that Brunswick had been interviewing a number of dealers for another franchise, founded upon substantial business reasons. Seaway has failed to tie a fortuitous coincidence of time to any prior or contemporaneous wrongdoing of either Brunswick or Bertram.

It is our opinion that appellant-plaintiff Seaway Yacht Sales, Inc. has failed to demonstrate reversible error as to the rulings and judgment of the trial court.

Affirmed.


Cases With Similar Vibessemantic neighbors from the corpus


Citator

Cited By

  • …bind the buyer or anyone else with whom he deals. As such there is no proof that the actions of the motel were the proximate cause of the former operator failing to make a deal with his successor. Seaway Yacht Sales, Inc. v. Brunswick Corporation, 242 So. 2d 192 (Fla. 3d DCA 1970). Passing next to the alleged tortious interference by the successor operator of an advantageous business relationship between the motel and the former operator, we likewise find no evidence to sustain such. It is true that the r…
  • Masvidal v. Ochoa, 505 So. 2d 555 (Fla. 3d DCA 1987)
    …contract with the defendant. See C.H. Robinson Co. v. L & M Brokerage Co., 344 So. 2d 894, 895 (Fla. 1st DCA 1977); C.I.P. Studios, Ltd. v. Spa Health Club, Inc., 337 So. 2d 1009, 1010 (Fla. 3d DCA 1976); Seaway Yacht Sales, Inc. v. Brunswick Corp., 242 So. 2d 192, 193 (Fla. 3d DCA 1970). The final judgment under review is, therefore, in all respects, Affirmed.…
  • Ethyl Corp. v. Balter, 386 So. 2d 1220 (Fla. 3d DCA 1980)
    …tion and Balter’s alleged damages. See Doft & Company, Inc. v. Home Federal Savings & Loan Ass’n., 592 F. 2d 1361 (5th Cir. 1979); Cone v. Inter County Telephone & Telegraph Co., 40 So. 2d 148 (Fla.1949); Seaway Yacht Sales, Inc. v. Brunswick Corp., 242 So. 2d 192 (Fla. 3d DCA 1970). Insofar as the plaintiff separately claims the right to recovery for Ethyl’s “interference” with expectations arising from the Balter-CNB-Ethyl loan agreement or the Baiter-Ethyl “reorganization” contracts, his contentions also…

Previewing 3 of 6 citing cases — full citator treatment, depth of discussion, and citing context are member features.

Join FLexlaw to unlock all legal intelligence

Authorities Cited

Full citator, related cases, and AI research tools

Open in FLexlaw