McDowell v. Moore
A founder who sold 80% of his company sued the buyers and the corporation over a Letter of Intent provision promising unspecified sales commissions to be negotiated later. The Fourth District held paragraph 13 was an unenforceable 'agreement to agree' as a matter of law, affirmed directed verdicts for the individual defendants on contract, fiduciary duty, and fraudulent inducement claims, and reversed the denial of the corporation's directed verdict motion despite a jury verdict finding a binding contract.
Key facts
- Founder and majority shareholder of a company sued the buyers and the corporation after selling 80% equity, seeking enforcement of a Letter of Intent provision that promised sales commissions to be negotiated later without specifying rate, calculation method, duration, or objective determination mechanism.
- Trial court denied the corporation's directed verdict motion despite finding the commission provision indefinite; jury returned verdict for plaintiff finding a binding contract on the commission claim.
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Why it matters
This is a useful consolidated statement of Florida's 'agreement to agree' doctrine in a commercial setting, and it is notable for holding that a jury verdict finding a binding contract cannot survive when definiteness… — full analysis with a trial
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