99 So. 3d 563
Fla. Dist. Ct. App.2012Background
- Vila sues Posen for breach after Posen terminated Vila’s subcontract for convenience to obtain a lower bid.
- The subcontract included a termination-for-convenience clause granting Posen the ability to terminate at any time with written notice.
- Posen terminated Vila, awarding the work to a lower-bid contractor; FDOT project oversight remained with Posen.
- Jury found Posen breached the contract and awarded Vila lost profits but not restocking or scheduling damages.
- Trial court granted a new trial, prompting appeals by Vila and Posen challenging that ruling.
- Appellate court reverses, concluding no bad-faith termination and directing judgment in favor of Posen.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether termination for convenience can be invoked lawfully in private contracts | Vila argues bad faith termination breaches contract,” | Posen contends clause permits termination for convenience without fault | Yes; contract allows termination for convenience without bad faith |
| Whether bad faith limits apply to private termination for convenience | Vila relies on federal bad-faith limits | Posen asserts no bad-faith limitation in private contracts | Bad-faith limits do not apply in private contracts; no breach proven |
| Whether the trial court properly granted a new trial rather than judgment for Posen | Vila contends no new trial was warranted; jury verdict stands | Posen argues new trial improper as law favors Posen | Court erred in granting new trial; judgment in favor of Posen affirmed |
Key Cases Cited
- Krygoski Constr. Co. v. United States, 94 F.3d 1537 (Fed. Cir. 1996) (bad-faith or abuse of discretion limits termination for convenience)
- Questar Builders, Inc. v. CB Flooring, LLC, 410 Md. 241 (2009) (limits of private termination-for-convenience clauses; not fully analogous to federal cases)
- Torncello v. United States, 681 F.2d 756 (Ct. Cl. 1982) (constructive termination; illusory contracts and limits on government power)
- Harris Corp. v. Giesting & Associates, Inc., 297 F.3d 1270 (11th Cir. 2002) (notice requirements affect consideration; non-illusory promises)
- Wright & Seaton, Inc. v. Prescott, 420 So.2d 623 (Fla. 4th DCA 1982) (written-notice provisions prevent illusory promises)