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Enter into written contracts with government agencies at your own peril? By Myrnabelle Roche, Esq. On June 7, 2002, Florida’s Fifth District Court of Appeal held that under some circumstances, a written agreement between a government agency and a private party may be unenforceable against that agency. In Morgan Company, Inc. v. Orange County, Case # 5D01-2621, the Court noted that “this case may …. serve as a cautionary tale for anyone who enters into a contract with Orange County.” In Morgan Company, the Plaintiff, a land developer, alleged that the parties entered into a written land development agreement whereby the developer would donate 50 acres of land to the County. In exchange, Orange County agreed in writing to “support and expeditiously process” the developer’s rezoning application. Approximately sixteen months later, Orange County breached the agreement by recommending that the rezoning application be denied. The application was ultimately denied by the Board of County Commissioners and the developer filed a lawsuit against the County for damages. The lawsuit included claims for a reduction in land value, delay damages, attorney’s fees and other related expenses. In defending the lawsuit, Orange County claimed that the very contract it had entered into was “unambiguously void as a matter of law”. Orange County stated that they had no authority to enter into the agreement and therefore could not be bound to its terms, conditions and obligations. The court agreed and dismissed the breach of contract claim. Practical Tip: On public construction projects,
most general contractors and construction managers are already aware that
verbal contracts and Change Orders can sometimes be completely unenforceable.
However, based on Florida case law, even some written agreements may be
void as well. In order to protect your company:
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