CHARLES TURK AND BEITY TURK, D/B/A CHARBET CHEMICAL COMPANY, APPELLANTS,
v.
HYSAN PRODUCTS COMPANY, AN ILLINOIS CORPORATION, APPELLEE

Fla. 3d DCA | 1963-02-12
No. 62-243
Before HORTON, BARKDULL and HENDRY, JJ.
149 So. 2d 584 Florida District Court of Appeal, Third District (1963) Caution
Cited by 16 cases

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Synopsis

Turk sued Hysan Products for breach of an oral exclusive agency agreement to sell "Futron" chemical products in Dade and Broward Counties, seeking injunctive relief. The trial court granted summary judgment for the defendant, holding the contract too vague and uncertain to warrant equitable relief because the parties never agreed on the contract's duration. The appellate court affirmed, finding that contracts must be sufficiently certain in their terms to qualify for injunctive remedy.


Holding

The court held that the contract was not sufficiently certain and unambiguous to entitle the plaintiffs to injunctive relief, as contracts must have clearly defined terms, including duration, to be enforceable through equity.


Key Quotes

“for the injunctive remedy to apply to restrain the breach of a contract, the contract must be certain and unambiguous in its terms”

Establishes the foundational legal requirement that contracts must be clear and definite to warrant equitable relief.

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Facts & Procedural History

Hysan Products, a chemical manufacturer, allegedly granted Turk an exclusive agency to sell a new product called "Futron" in the Dade and Broward Coun…

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Opinion of the Court
HENDRY, Judge.

HENDRY, Judge.

The appellants were the plaintiffs below in a suit against the appellee. It was alleged in their complaint that the defendant, a manufacturer of chemical products, orally granted the plaintiffs an exclusive agency to sell, market and promote the sale of a new chemical product identified as “Futron” in the Dade and Broward County area; that the plaintiffs performed their end of the bargain but the defendant violated the terms of the oral agreement by refusing to continue to furnish “Futron” to the plaintiffs in Miami, Florida.

The relief sought in the complaint was an injunction against the sale of said product in Dade and Broward Counties to any agents other than the plaintiffs and incidental damages for the breach of contract.

The defendant moved for a summary decree on the basis of the plaintiffs’ statement that the parties, at the time the contract was entered into, had not agreed upon, nor even discussed the element of time or duration of the contract. By reason thereof, the defendant urged that the contract was too vague, ambiguous and uncertain to be enforceable by way of injunction in a court of equity.

The plaintiffs filed an opposing affidavit wherein they stated:

“We did not agree on the time during which this contract would exist, but we thought it would continue for a reasonable time commensurate with the energy expended on this promotion.”

Upon hearing the chancellor agreed with the defendant’s contention that the plaintiffs were not entitled to the equitable remedy sought and ordered the cause transferred to the law side of the court. It is from that order that the plaintiffs have appealed.

The sole point involved on appeal is: Whether the chancellor erred in holding that the contract in question was not such as to entitle plaintiffs to the equitable remedy sought, i. e., an injunction restraining breach thereof.

The law is well settled that for the injunctive remedy to apply to restrain the breach of a contract, the contract must be certain and unambiguous in its terms. Chaney v. Brown, 158 Fla. 489, 29 So.2d 209; 17 Fla.Jur., Injunctions, § 35.

In Robinson v. Sax, Fla.App.1959, 115 So.2d 438, the court quoted from Restatement, Contracts, § 370, as follows:

“ ‘Specific enforcement will not be decreed unless the terms of the contract are so expressed that the court can determine with reasonable certainty what is the duty of each party and the conditions under which performance is due.’ * * * ‘[Tjhere may be cases, in which it is just to refuse the remedy of specific performance on the ground' of uncertainty, even though it is not unjust to give a judgment for damages or restitution.”

*586 Injunction is a discretionary writ and the Florida Courts have consistently held that the matter of granting or withholding injunctive relief rests largely in the discretion of the chancellor to he governed by the facts and circumstances of the particular case. State Road Department v. Newhall Drainage District, Fla.1951, 54 So. 2d 48.

For the reasons stated we hold that the chancellor was correct in his determination that on the basis of the undisputed facts in the case, the alleged contract failed to meet the necessary requirements to entitle the plaintiffs to the equitable remedy sought. We further hold that his order transferring the cause to the common law side of the court was correct and proper.

Affirmed.


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Citator

Cited By

  • Florida-Georgia Chem. Co., Inc. v. Nat'l Labs., Inc., 153 So. 2d 752 (Fla. 1st DCA 1963)
    ….R.2d 1313. . 1 Am. & Eng.Ency. of Law, 2 Ed. pp. 1219 & 1220. . Meyer v. Pulitzer Pub. Co., 156 Mo.App. 170, 136 S.W. 5, 7 (Mo.App.1911). . Miami Coca-Cola Bottling Co. v. Orange Crush Co., 296 F. 693 (5th Cir. 1924); Turk v. Hysan Products Co., 149 So. 2d 584 (Fla.App. 3rd, 1963). . Miami Coca-Cola Bottling Co., Ibid. . Curtiss Candy Co. v. Silberman, 45 F. 2d 451 (6th Cir. 1930).…
  • Seaescape, Ltd., Inc. v. Maximum Mktg. Exposure, Inc., 568 So. 2d 952 (Fla. 3d DCA 1990)
    …ecific performance of the services contract. Id. Far from supporting plaintiffs' position, Fontainebleau actually supports the traditional rule against specific performance of personal service agreements. The decision in Turk v. Hysan Products Co., 149 So. 2d 584 (Fla. 3d DCA 1963), relied on by plaintiffs, is a case in which the injunction was denied. Plaintiffs’ other cases likewise are inap-posite. . SeaEscape contended that plaintiffs’ performance under the contracts was unsatisfactory and that their co…
  • Murry v. Zynyx Mktg. Commc'ns Inc., 774 So. 2d 714 (Fla. 3d DCA 2000)
    …nent employment contract for lack of consideration and lack of mutuality of obligation. We reverse. It is axiomatic that the clear and unambiguous words of a contract are the best evidence of the intent of the parties. See Turk v. Hysan Prods. Co., 149 So. 2d 584 (Fla. 3d DCA 1968). The words of this contract clearly contemplate that Mur-ry would be employed for an initial period of one year with recurring one year terms thereafter. Murry acknowledges this and, consequently, seeks damages for only the remain…

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