VENUS LABORATORIES, INC., A FOREIGN CORPORATION, APPELLANT/CROSS-APPELLEE,
v.
FRED KATZ AND ADELE KATZ, APPELLEES/CROSS-APPELLANTS
AI-generated. These summaries, headnotes, and key points are machine-generated and may contain errors or omissions. Always verify against the full opinion text below. Not legal advice.
Venus Laboratories appealed a breach of contract judgment in a dispute with Fred and Adele Katz over the sale of Katz's chemical business. The court affirmed portions of the trial court's decision but reversed and remanded regarding Katz's entitlement to full compensation through July 1994 and purchase price adjustments as money judgments rather than asset sales.
The court held that Venus's consulting compensation promise was supported by consideration (the sale of the business) and was not illusory. Venus committed an anticipatory breach by firing Katz and refusing further compensation. Katz was entitled to a money judgment for all compensation due through July 1994 plus prejudgment interest, and to a money judgment for purchase price adjustments rather than payment through asset sales.
[1] A promise to employ a seller as a consultant at a specified annual salary plus expenses, for a period contingent on outstanding payments related to the sale of a business…
[2] A contract provision for future compensation to a seller is not illusory or lacking mutuality of obligation when it is part of the consideration for the sale of a busines…
Previewing 2 of 6 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“The compensation agreed to herein was, as the trial court found, 'additional consideration for the sale of the business assets.'”
Establishes that the consulting compensation was supported by adequate consideration, making the contract enforceable and not illusory.
Previewing 1 of 3 key quotes on this case — the court’s exact language, pinpointed for members.
Join FLexlaw to unlock all legal intelligenceKatz agreed to sell his chemical business to Venus Laboratories. As part of the transaction, Venus promised to employ Katz as a consultant for $20,000…
The full statement of facts, procedural history, and disposition for this case are member content.
Join FLexlaw to unlock all legal intelligence© FLexlaw, Inc. — AI-generated enrichments are proprietary. All rights reserved.
Explore caselaw by topic → Browse Illusory Contract cases and more on FLexlaw
PER CURIAM.
This is an appeal and cross appeal taken by the plaintiffs Fred and Adele Katz and the defendant Venus Laboratories, Inc. [Venus] from a final judgment entered after a non-jury trial in a breach of contract action. We affirm in part and reverse and part.
First, we reject the two points raised on the main appeal by Venus, (a) Venus’ promise to employ Fred Katz [Katz] as a consultant for $20⅛000 a year, plus expenses not to exceed $5,000 a year, for so long as any portion of the obligations in the larger agreement between the parties [wherein Katz undertook to sell his chemical business to Venus] remained to be paid [to wit: until July 1994], was supported by consideration, namely, Katz’ promise to sell his business to Venus. The compensation agreed to herein was, as the trial court found, “additional consideration for the sale of the business assets.” (R. 288) For that reason, this portion of the contract was not illusory or lacking mutuality of obligation, (b) The trial court did not commit reversible error in refusing to allow Venus to amend its answer and assert a counterclaim because the essence of this proposed counterclaim was already asserted as a setoff in an affirmative defense filed by Venus. Any error in not allowing this proposed counterclaim was therefore entirely harmless. See Aristek Communities, Inc. v. Fuller, 453 So. 2d 547, 548 (Fla. 4th DCA 1984); Wallace v. Rashkow, 270 So. 2d 743, 745 (Fla. 3d DCA 1972); Hecht Rubber Corp. v. Meckler, 208 So. 2d 838 (Fla. 1st DCA), cert. denied, 214 So. 2d 622 (Fla.1968).
Second, we agree with the two points raised on the cross appeal by Katz. By firing Katz as a consultant and refusing to pay any additional compensation to Katz for consulting services, Venus committed an anticipatory breach of contract as to its obligation to pay Katz $20,000 a year, plus expenses, through July 1994. This compensation package was, in reality, additional consideration for Katz’ sale of his business to Venus — rather than consideration for Katz’ consulting services [although Katz did, in fact, work as consultant until fired]. This being so, Katz was entitled to a judgment for all the “salary” he was entitled to through July 1994 for Venus’ anticipatory breach of contract, plus prejudgment interest. See Hospital Mortgage Group v. First Prudential Dev., 411 So. 2d 181 (Fla.1982); Hazen v. Cobb, 96 Fla. 151, 117 So. 853 (1928); Juvenile Diabetes Research Found. v. Reivman, 370 So. 2d 33, 35 (Fla. 3d DCA 1979); Florida Mortgage Fin., Inc. v. Flagler Plaza Corp., 308 So. 2d 571 (Fla. 3d DCA), cert. denied, 317 So. 2d 443 (Fla.1975). (b) Moreover, Katz was entitled to a money judgment for certain adjustments to the purchase price due him, rather than to payment thereof from the sale of certain assets which the trial court ordered. See Flanders v. Flanders, 516 So. 2d 1090 (Fla. 5th DCA 1987); George Vining & Sons v. Jones, 498 So. 2d 695 (Fla. 5th DCA 1986); Hernandez v. Hernandez, 444 So. 2d 35 (Fla. 3d DCA 1983), rev. denied, 451 So. 2d 848 (Fla.1984); Fine v. Fine, 400 So. 2d 1254 (Fla. 5th DCA 1981).
The final judgment under review is reversed insofar as it (1) declines to award Katz a judgment for the entire compensation due him under paragraph 14 of the agreement, and (2) declines to enter a money judgment for Katz for certain adjustments to the purchase price due him — and the cause is remanded to the trial court with directions (1) to enter a money judgment for Katz, plus prejudgment interest, for the entire compensation due him through July 1994 under paragraph 14 of the agreement, and (2) to enter a money judgment for Katz, plus prejudgment interest, for the $50,239 of purchase price adjustments due to him. In all other respects, the final judgment under review is affirmed.
Affirmed in part; reversed in part and remanded.
Cases With Similar Vibessemantic neighbors from the corpus
Citator
Authorities Cited (15 total)
- Hazen v. Cobb, 96 Fla. 151 (Fla. 1928)
- Hosp. Mortg. Grp. v. First Prudential Dev. Corp., 411 So. 2d 181 (Fla. 1982)
- Juv. Diabetes Research Found. v. Rievman, 370 So. 2d 33 (Fla. 3d DCA 1979)
- George Vining & Sons, Inc. v. Farida R. Jones, 498 So. 2d 695 (Fla. 5th DCA 1986)
- Aristek Cmtys., Inc. v. Fuller, 453 So. 2d 547 (Fla. 4th DCA 1984)
- Wallace v. Rashkow, 270 So. 2d 743 (Fla. 3d DCA 1972)
- Hernandez v. Hernandez, 444 So. 2d 35 (Fla. 3d DCA 1983)
- Fine v. Fine, 400 So. 2d 1254 (Fla. 5th DCA 1981)
- Flanders v. Flanders, 516 So. 2d 1090 (Fla. 5th DCA 1987)
- Hecht Rubber Corp. v. Meckler, 214 So. 2d 622 (Fla. 1968)