Strategy: Timing is everything / If you’re not fast – you’re last. ||||
On appeal in the Eleventh Circuit, Don Hayden and team successfully defended the district court’s judgment in the client’s favor after a bench trial finding that the client, a Florida corporation that arranged and secured the shipment of goods for a large Venezuelan conglomerate, was not liable to the plaintiff Venezuelan freight company for breach of contract. The companies had been in discussions over the possibility of a long term agreement, and plaintiff contended that they agreed to a four year service contract, the terms of which were purportedly recorded in notes taken by the president of the plaintiff company. The plaintiff argued that although the parties never achieved a final written contract, they came to an enforceable oral agreement for a four year term to ship goods as evidenced by the notes. Mr. Hayden successfully maintained that the defendant never agreed to the essential terms of a long term contract, written or oral. The plaintiff failed to establish a meeting of the minds between itself and the defendant as to the essential terms. In particular, the notes that plaintiff said contained the oral agreement’s terms reflected rates that were never implemented. Mr. Hayden argued, and the court of appeals agreed, that the rate term was an essential term of the contract. Thus the parties’ conduct in never implementing the rate after allegedly reaching the oral agreement suggested there was no meeting of the minds on this essential term. Mr. Hayden further argued, as he did in the district court, that because the plaintiff accepted payment for two years preceding its ultimate demand for payment, it failed to make a timely presuit demand as to the charges for those years. The court of appeals agreed that those charges were barred by the doctrine of laches.
