| A couple of years ago I had a case in which the Plaintiff contended that the contract was exclusive. The contract contained no statement to that effect. It was my belief, as was the belief of every attorney with whom I have discussed this issue, that, unless the contract specifically states that it is exclusive, it is a non-exclusive contract. However, in what, in my opinion is a poor decision (my impression was that the trial judge in my case thought so as well), the Fifth District Court of Appeal in Danforth Orthopedics v. Florida Healthcare Plan, 750 So. 2d 774 (2000), ruled that, in order for a contract to be an exclusive agreement to purchase or sell, it is not necessary that such terms be expressly stated in the contract. In other words, the absence of such language in the contract does not render it non-exclusive, but, instead, renders it ambiguous on that issue which permits evidence of the parties course of dealing and other oral testimony to be admissible in evidence on the issue. Accordingly, a case that, in my opinion, could have been resolved by summary judgment was forced to go through a 5 day jury trial in which we ultimately prevailed with the jury. However, my strong recommendation is that, unless you intend the contract to be an exclusive agreement with the other party, that you specifically state in the contract that it is non-exclusive. | Topics
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Exclusive v. Non-Exclusive Contact
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