Business disputes often arise over disagreements concerning the implementation of a contract. These disagreements may be over the terms of the deal, issues with billing, or even accusations of fraud. When litigating complex cases such as these, evidence is critical. But what is considered admissible evidence in a contractual dispute in Florida?

Parol Evidence

The “parol evidence rule” is a rule that traces its roots in English common law.  This rule governs what the parties involved in a contract dispute can introduce as evidence, with respect to any prior or contemporaneous agreement that modifies, clarifies, or complements the contract in question. Parol evidence, stated simply, refers to any evidence of anecdotal, or ancillary negotiations. This information is not admissible in contract dispute litigation for the express purpose of contradicting or varying the signed agreement.

While many states have abandoned the parol evidence rule, Florida courts still recognize the inadmissibility of this type of evidence in contractual disputes, as stated in the 2012 Florida Fourth District decision in Prime Homes Inc. v. Pine Lake LLC, 84 So.3d 1147, 1152 (Fla. 4th DCA 2012):  “Parol evidence is inadmissible to contradict, vary, or modify terms which are unambiguously contained within a written agreement.”  In instances where the agreement is unambiguous, this ruling shows that Florida courts see no added value in these anecdotal negotiations, instead, they trust in the strength of the signed contract.

Parol evidence, however, may be admissible in instances where fraud is suspected. Additionally, parol evidence may be permissible if there is evidence that previously agreed upon terms were left out of the final deal through an act of bad faith by one party.

Other Admissible Evidence

Documents

Any documents which may reflect the signed agreement are generally considered admissible evidence in contract disputes. These documents may include the signed contract itself, but if that document cannot be procured, other relevant materials that arguably constitute the agreement should be provided. These are especially relevant in cases involving contracts for purchased goods or services that require a purchasing order. Examples of relevant documentation that prove the contract include:

  • Standard terms and conditions
  • Reference manuals or materials
  • Specifications
  • Design documents
  • A purchase quote request
  • An Invoice

Additionally, those documents concerning the nature of the dispute are also admissible. This information is usually readily available and should be preserved by both parties to a lawsuit in order to preserve their arguments for litigation. This information and documentation may include:

  • Correspondence
  • E-mails
  • Internal memos
  • Any other information or documentation related to the lawsuit or dispute

Witnesses

While not evidence per se, witnesses also play a critical role in any contract dispute litigation. Many contract disputes are due to disagreements on contractual interpretations, making those who helped negotiate the contracts, as well as those involved in the execution of the deals a vital source of information. Third parties, such as vendors, customers, or anyone who may provide clarification about the nature of a contractual dispute is also critical to these cases.

Contact an Experienced Corporate Litigation Law Firm Today

If you are considering filing a lawsuit over a contractual dispute, or are the defendant in a lawsuit, make sure you contact an experienced Florida corporate law attorney. The attorneys at Eskander Loshak LLP have more than 15 years’ experience in all facets of contract and business law. Our representation is custom-tailored to fit the needs of your business and to help get you the results you are seeking. Contact Eskander Loshak online today or call us at (954) 334-1122.

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