CAREFUL DRAFTING

Under Florida Supreme Court precedent, a contract’s provision concerning events that “arise from” the parties’ business, and one about events that “arise from or relate to” that business, mean two different things.  The latter is broader.  Thus, careful attorneys intent on protecting their clients, however desirous to write clearly and succinctly, will write indemnification clauses (for example) for acts that “arise from or relate to” the parties’ conduct.

In the same vein, the U.S. Supreme Court said that a misrepresentation made “in connection with” a purchase or sale means one that is material to the decision to buy or sell.  That decision came in the context of securities fraud.  But it should be taken to heart by all of Jacksonville’s attorneys writing sales contracts, as Supreme Court decisions can carry the weight of persuasion beyond the confines one given statute.

One lesson to learn from those cases is that even transactional attorneys need to keep reading case law. By representing small and mid-size businesses both in their transactions and in court, we find that we become better drafters of contracts and agreements, because we are constantly aware of issues that arise at trial.  We believe we protect our clients better by endeavoring to serve all aspects of a company’s needs.