JOHN ALDEN LIFE INSURANCE COMPANY, A MINNESOTA CORPORATION, APPELLANT,
v.
BENEFITS MANAGEMENT ASSOCIATES, INC., APPELLEE
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John Alden Life Insurance Company appealed a partial summary judgment order that enforced a contractual provision for a bonus to be negotiated in the future. The court reversed, holding that such a provision constitutes an unenforceable 'agreement to agree' under Florida law.
The court held that a contractual provision merely requiring future negotiation of a bonus term is unenforceable as an agreement to agree. Summary judgment should be entered in favor of appellant John Alden because the bonus provision lacks sufficient terms to be enforced.
[1] A contractual provision that requires future negotiation of a bonus amount is an unenforceable agreement to agree.
[2] A contract is unenforceable as a matter of law if it lacks agreement on an essential term.
Previewing 2 of 5 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“such a contractual provision was merely an 'agreement to agree' in the future about the bonus and hence unenforceable as a matter of law”
Establishes the core holding that future bonus negotiations constitute unenforceable agreements to agree
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Join FLexlaw to unlock all legal intelligenceThe contract between John Alden and Benefits Management Associates contained a provision stating that 'based upon the performance of the SPO, that the…
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PER CURIAM.
We reverse the order granting partial summary judgment. The subject order found enforceable a contractual term which provided for a bonus to be negotiated by the parties in the future.1 We conclude that such a contractual provision was merely an “agreement to agree” in the future about the bonus and hence unenforceable as a matter of law. Suggs v. Defranco’s, Inc., 626 So. 2d 1100, 1101 (Fla. 1st DCA 1993); Jacksonville Port Auth. v. W.R. Johnson Enters., Inc., 624 So. 2d 313, 315 (Fla. 1st DCA 1993), rev. denied, 634 So. 2d 629 (Fla.1994); Bee Line Air Transp. Inc. v. Dodd, 496 So. 2d 874 (Fla. 3d DCA 1986), rev. denied, 506 So. 2d 1040 (Fla.1987); see also Metropolitan Dade County v. Estate of Hernandez, 591 So. 2d 1124 (Fla. 3d DCA 1992) (finding failure to have reached a settlement agreement where there was no competent substantial evidence that the parties had agreed on an essential term of the contract, namely, whether the consideration was to be $10,000 or $10,500). Compare Blackhawk Heating & Plumbing Co. v. Data Lease Financial Corp., 302 So. 2d 404 (Fla.1974) (finding that contract itself described sufficient method of computing “cash-flow benefits” for court to enforce provision).
Appellee relies in part on Community Design Corp. v. Antonell, 459 So. 2d 343, 344-45 & nn. 1, 2 (Fla. 3d DCA 1984), rev. denied, 469 So. 2d 748 (Fla.1985), which found a bonus agreement enforceable where the defendant had received the benefit of the plaintiffs performance of a task. In Community Design, the existence of the contract for a bonus was clear, and the amount of the bonus was clearly to be between $20,000 and $35,000. Community Design is inapposite, however, where the award in that ease was analogous to quantum meruit for otherwise uncompensated services. Here, the subject bonus would be additional remuneration for services for which John Aden has already paid in full under a contract.
Accordingly, we reverse and remand with instructions that summary judgment be entered in favor of appellant pursuant to its motion in this cause.
Reversed and remanded with instructions.
. Specifically the subject contractual provision provided in pertinent part that:
Based upon the performance of the SPO, that the independent contractor [appellee] conceptualized and helped develop, a separate bonus payment will be negotiated.
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MAY v. Sessums & Mason, P.A., 700 So. 2d 22 (Fla. 2d DCA 1997)…tional fee yet, lacking such agreement, Sessums tendered a bill for an additional fee of $1,000,000. We are constrained to view the contract at issue here as did the court in John Alden Life Insurance Company v. Benefits Management Associates, Inc., 675 So. 2d 188 (Fla. 3d DCA 1996). The John Alden court had before it a contract that provided for a bonus to be negotiated by the parties in the future according to contractual terms. that stated: “Based upon the performance of the SPO, that the independent cont…
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Spanish Broad. Sys. OF Fla., Inc. v. Alfonso, 689 So. 2d 1092 (Fla. 3d DCA 1997)…” and must be part of the required “writings”). We find the handwritten notes on SBS’ stationary to be nothing more than “an agreement to agree” and unenforceable as a matter of law. See John Alden Life Ins. Co. v. Benefits Management Assocs., Inc., 675 So. 2d 188, 189 (Fla. 3d DCA 1996) and cases cited therein. Without any agreed-upon duration, Alfonso’s continued employment with the station after his termination of the prior written contract was always terminable at will and not subject to a breach of contr…
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Piero Salussolia, P.A. v. Gianni Nunnari & Hollywood Gang Prods., LLC, 215 So. 3d 156 (Fla. 3d DCA 2017)…n the pleadings. Following a hearing, the trial court granted the motion as to all three counts, finding that the law firm’s “claims are unsupportable, most significantly based upon John Alden Life Ins. Co. v. Benefits Management [Associates], Inc., 675 So. 2d 188 (Fla. 3d DCA 1996).” This appeal followed. “[I]n ruling on a defendant’s motion for judgment on the pleadings, all the allegations set forth in the complaint must be taken as true and all the allegations in the answer, which are automatically denie…
Previewing 3 of 9 citing cases — full citator treatment, depth of discussion, and citing context are member features.
Join FLexlaw to unlock all legal intelligenceAuthorities Cited
- Blackhawk Heating & Plumbing Co., Inc. v. Data Lease Fin. Corp., 302 So. 2d 404 (Fla. 1974)
- Cmty. Design Corp. v. Antonell, 459 So. 2d 343 (Fla. 3d DCA 1984)
- Jacksonville Port Auth. v. W.R. Johnson Enters., Inc., 624 So. 2d 313 (Fla. 1st DCA 1993)
- Williams v. State, 626 So. 2d 1100 (Fla. 1st DCA 1993)
- Metro. Dade Cnty. v. The Est. OF Merida Hernandez, 591 So. 2d 1124 (Fla. 3d DCA 1992)
- Metro. Life Ins. Co. & Travelers Ins. Co. v. Corine Antonucci, 496 So. 2d 874 (Fla. 1st DCA 1986)
- BEE Line AIR Transp., Inc. v. Dodd, 496 So. 2d 874 (Fla. 3d DCA 1986)