But, I thought we had a contract!
Many times, people think they have an agreement with someone, only to find out that they don’t. Of course, if there is no actual “contract”, there may be other remedies available, but the fact that someone doesn’t have a valid, enforceable, contract can cause concern.
In Office Pavilion South Florida, Inc. v. ASAL Products, Inc., 849 So.2d 367 (Fla. 4th DCA 2003), the parties had a contract for keyboards, which obligated one party to purchase a minimum of 1,000 keyboards a year. There was also a provision for the purchase of chairs, however, there was no minimum quantity term for the chairs. The Court noted that it is a fundamental principle of contract law that a promise must be supported by consideration to be enforceable. And, in a contract where the parties exchange promises of performance, “[i]f either of those promises is illusory or unenforceable then there is no consideration for the other promise.” Id at 370. The Court held that Pavilion agreed to sell to ASAL any chairs it chose to order at the price set forth in the price list. While ASAL may have agreed, its acceptance involved no promised performance and therefore did not constitute consideration to support the contract modification for the Aeron Chairs. Id. The Court also noted that, under Florida Statutes §672. 201(1), without a quantity for the amount of chairs purchased, the contract would be unenforceable.
Without all of the requirements of a contract, and a meeting of the minds as to the terms of the contract, the Court here found that a contract did not exist.