MCKESSON CORPORATION D/B/A MIAMI CROWN DISTRIBUTORS, APPELLANT,
v.
SCHIEFFELIN & CO. AND SOUTH FLORIDA LIQUOR DISTRIBUTORS, INC., APPELLEES
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McKession Corporation appealed the dismissal of its complaint against Schieffelin & Co. regarding termination of a distributorship agreement. The court affirmed, holding that the contract's express incorporation of future amendments to Florida law permitted termination without cause after statutory amendments took effect.
The court held that the distributorship agreement's express incorporation of future amendments to Florida law 'when permitted' was valid and enforceable, and that when Chapter 85-58 became effective on May 31, 1985, it expressly permitted termination without cause under the contract, raising no constitutional issue of impairment of contract.
[1] A contract provision incorporating by reference a statute, including future amendments, binds the parties to those amendments even if they were not in existence at the ti…
[2] A party's subjective intent regarding a contract provision is irrelevant absent an ambiguity in the contract language.
Previewing 2 of 4 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“Paragraph 7 of the Distributorship Agreement attached as Exhibit A to the Complaint expressly provides that it may be terminated 'with or without cause' by giving to the other at least 30 days notice to that effect, and paragraph 11 of the Agreement further provides that the contractual provisions 'shall prevail over inconsistent or more restrictive provisions of such [Florida] laws and regulations, when permitted'”
Establishes the contractual language permitting termination without cause and the parties' express incorporation of future law amendments
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Join FLexlaw to unlock all legal intelligenceMcKession entered into a Distributorship Agreement with Schieffelin & Co. that contained provisions allowing termination 'with or without cause' upon …
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PER CURIAM.
Finding the contract to be unambiguous, we affirm the trial court’s Order Dismissing Complaint with Prejudice and approve the trial court’s holding that:
Paragraph 7 of the Distributorship Agreement attached as Exhibit A to the Complaint expressly provides that it may be terminated “with or without cause” by giving to the other at least 30 days notice to that effect, and paragraph 11 of the Agreement further provides that the contractual provisions “shall prevail over inconsistent or more restrictive provisions of such [Florida] laws and regulations, when permitted” (emphasis added). Thus, the parties expressly incorporated future amendments of Florida law into their contract “when permitted” which, as to the termination issue in this case, occurred May 31, 1985 (when Chapter 85-58 effectively permitted termination without cause). See Century Village, Inc. v. Wellington, etc., 361 So. 2d 128 (Fla.1978) (where contract expressly incorporated statute as “may be amended from time to time,” future statutory amendments applied to contract and “no constitutional issue of impairment of contract is raised”).
See Jaar v. University of Miami, 474 So. 2d 239 (Fla. 3d DCA 1985), review denied, 484 So. 2d 10 (Fla.1986); Paddock v. Bay Concrete Industries, Inc., 154 So. 2d 313 (Fla. 2d DCA 1963); cf. Cycle Dealers Insurance, Inc. v. Bankers Insurance Co., 394 So. 2d 1123, 1125 (Fla. 5th DCA 1981) (“Unless they are waived by the parties, the laws and statutes in effect at the time that a contract is entered into are made a part of that contract.”) Our decision on this point makes it unnecessary for us to discuss any of the other grounds for affirmance asserted by the appellee.
Affirmed.
Cases With Similar Vibessemantic neighbors from the corpus
Citator
Authorities Cited
- Jaar v. The Univ. OF Miami, 474 So. 2d 239 (Fla. 3d DCA 1985)
- Paddock v. BAY Concrete Indus., Inc., 154 So. 2d 313 (Fla. 2d DCA 1963)
- Century Vill., Inc. v. Wellington, 361 So. 2d 128 (Fla. 1978)
- Castle v. State, 394 So. 2d 1123 (Fla. 5th DCA 1981)