North American Philips Corp., Inc. v. Boles, 79-1519
| Decision Date | 30 September 1981 |
| Docket Number | No. 79-1519,79-1519 |
| Parties | NORTH AMERICAN PHILIPS CORPORATION, INC., Appellant, v. Bryan G. BOLES, Appellee. |
| Court | Florida District Court of Appeals |
L. Louis Mrachek of Gunster, Yoakley, Criser, Stewart & Hersey, Palm Beach, for appellant.
Donald J. Freeman of Beverly & Freeman, West Palm Beach, for appellee.
The suit below was an action to enforce a stock option agreement. After a bench trial, the court ruled for the plaintiff, finding that "Boles properly exercised his stock option ... by complying with all conditions precedent ..., or the conditions precedent were waived ...." Appellant/defendant contends that the trial was infected with reversible error when the court overruled appellant's objection and admitted testimony relating to waiver of the conditions precedent, an issue which appellant suggests was not framed by the pleadings. We agree and, consequently, reverse.
Boles filed a two count complaint asking for damages or specific performance of the stock option agreement. The defendant answered and asserted three affirmative defenses, one of which was that Boles had not fulfilled certain conditions precedent. Boles, in turn, filed a pleading styled, "Reply to Affirmative Defenses," which denied the affirmative defenses.
At trial, Boles introduced a letter from his attorney addressed to defendant's predecessor-corporation wherein he sought to exercise the stock option agreement. Unquestionably, the letter does not satisfy all of the conditions precedent required by the agreement, however, Boles took the position that strict compliance had been waived due to certain action by the defendant corporation. Defense counsel objected to this line of testimony on the ground that it was irrelevant to the issues framed by the pleadings. The court overruled the objection and ultimately entered a verdict for the plaintiff.
Rule 1.100(a), Fla.R.Civ.P., provides in pertinent part:
If an answer ... contains an affirmative defense and the opposing party seeks to avoid it, he shall file a reply containing the avoidance. (Emphasis supplied.)
The Supreme Court traced the evolution of Rule 1.100(a), Fla.R.Civ.P., in Moore Meats, Inc. v. Strawn, 313 So.2d 660 (Fla.1975), and, after an extensive review of a commentary by one of the draftsmen, the court held that matters constituting an avoidance of an affirmative defense "must be set forth in a reply pleading...." Id. at 661. The rationale for this requirement is that "(t)his is necessary in order to lay a predicate for such proofs so that the parties may prepare accordingly." Id. Indeed, the committee note to the 1972 amendment which added the provision in question to Rule 1.100(a) explains that "(t)he change makes a reply mandatory when a party seeks to avoid an affirmative defense...." 30 Fla.Stat.Ann. 29 (Supp.1981). See American Salvage and Jobbing Co., Inc. v. Salomon, 295 So.2d 710 (Fla.3d DCA 1974).
Long ago we abandoned rigid pleading requirements in favor of simplified rules which...
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