By: Richard E. Guttentag, Esq., Stearns, Roberts & Guttentag, LLC A party who has not signed an arbitration agreement may be compelled to arbitrate if a signatory signed the arbitration agreement on behalf of the party as the party’s agent. In Miccosukee Tribe of Indians of Florida v. Cypress, 2013 WL 2158422 (S.D.Fla 2013), Morgan Stanley Smith Barney, LLC (“Morgan Stanley”) and the Miccosukee Tribe of Indians of Florida (the “Miccosukee Tribe”) allegedly entered into Client Agreements under which Morgan Stanley agreed to provide customer banking and investment services to the Miccosukee Tribe.  Billy Cypress (“Cypress”), the Chairman of the

BY: Richard E. Guttentag, Esq., Stearns, Roberts & Guttentag, LLC Many construction contracts contain terms that prohibit an assignment by the party performing the work, unless written consent to the assignment is provided by the party paying for the work. A prohibition against an assignment may also be waived by the conduct of the parties. In addition, depending on the language of the agreement between an assignor and assignee, an assignee may assume the obligations and liabilities of the assignor. In Weitz Company, LLC v. MCW Acquisition, LLC, 2013 WL 3336857 (Fla. 3rd DCA 2013), the general contractor on a

By: Richard E. Guttentag, Esq., Stearns, Roberts & Guttentag, LLC The waiver of a contractual condition may be inferred from the conduct or acts of a party, which puts the other party off his guard, leading him to believe that such condition has been waived. In GMT Construction, Inc. v. Gulfside Supply, Inc., 2013 WL 2494715 (Fla. 3rd DCA 2013), Gulfside Supply, Inc. (“Gulfside”), a roofing supply company, supplied roofing materials to GMT Construction, Inc. (“GMT”) and Anderson Roofing.  GMT referred some of its roofing work to Anderson Roofing and Kent Spires (“Spires”). Spires was the vice-president of Anderson Roofing. 

By: Richard E. Guttentag, Esq., Stearns, Roberts & Guttentag, LLC Contracts that restrict or prohibit competition during or after the employment term are generally enforceable, so long as such contracts are reasonable in time, area, and line of business, and are in writing signed by the person against whom enforcement is sought. A party seeking to enforce a restrictive covenant, such as a non-compete provision in a contract, must prove the existence of one or more legitimate business interests justifying the covenant, and that the covenant is reasonably necessary to protect those legitimate business interests. The case of ThyssenKrupp Elevator

By: Richard E. Guttentag, Esq., Stearns, Roberts & Guttentag, LLC There are three elements of an express contract – offer, acceptance and consideration. The case ofRekal Company, Inc. v. PGT Industries, Inc., 2013 WL 5487370 (M.D.Fla. 2013) examines the element of consideration.  In Rekal Company, Inc., PGT Industries, Inc. (“PGT”) a manufacturer and distributer of doors, windows and enclosure systems owned the registered trademark EZE-BREEZE.  In May 2009, PGT notified Rekal Company, Inc. (“Rekal”) that Rekal met the standards required of a PGT distributor for the purchase and distribution of many of PGT’s product lines.  In connection with its distribution