CopyCited 25 times | Published | Court of Appeals for the Eleventh Circuit
...Thus, Petro’s abandonment of those arrangements could not constitute a breach of the franchise agreement. Shukla argues that the DLSA must be construed by reference to Florida’s law of sales, which requires that a seller fix prices in good faith when the contract leaves the price term open. See Fla.Stat.Ann. § 672.305 (1993)....
CopyCited 14 times | Published | Florida 3rd District Court of Appeal | 2005 WL 1226069
...1st DCA 1995), citing McGill v. Cockrell,
88 Fla. 54,
101 So. 199, 201 (1924)(where a contract fixes no definite sum to be paid for services, "a reasonable sum is presumed by law to have been contemplated by the parties"); cf. 19A Fla. Stat. Ann. 218 (1993)(§
672.305(2): "A price to be fixed......
CopyCited 13 times | Published | Florida 1st District Court of Appeal | 1995 WL 598027
...plied); McGill v. Cockrell,
88 Fla. 54, 58,
101 So. 199, 201 (1924) (where a contract fixes no definite sum to be paid for services, "a reasonable sum is presumed by law to have been contemplated by the parties"); cf. 19A Fla. Stat. Ann. 218 (1993) (§
672.305(2): "A price to be fixed by the seller or by the buyer means a price for him to fix in good faith."), cmt....
CopyCited 8 times | Published | District Court, M.D. Florida | 41 U.C.C. Rep. Serv. 2d (West) 85, 1999 U.S. Dist. LEXIS 19211, 1999 WL 715893
...Section
672.204(3), Florida Statutes, provides in part: (3) Even though one or more terms are left open a contract for sale does not fail for indefiniteness if the parties have intended to make a contract and there is a reasonably certain basis for giving an appropriate remedy. Section
672.305, Florida Statutes, provides: (1) The parties if they so intend can conclude a contract for sale even though the price is not settled....
...A partial gap exists where the parties have specified the manner in which the price is to be determined but the method fails. See id. § 3-8, at 147, 150. A complete gap exists where the parties have said nothing as to the price term. See Fla.Stat. § 672.305(1)(a); White & Summers, supra, § 3-8, at 149....
...OTP and Azuelos of MPI. Although OTP issued MPI a pro forma invoice for the shipment of Togo phosphate in November to meet the requirements of the U.S. Customs Service, they never agreed on a price for the shipment. The official comment to Fla.Stat. § 672.305 suggests that "reasonable price" should be construed as the market value or reasonable value of the goods. See Florida Code Comment to Fla.Stat. § 672.305....
...The parties have not cited, and the court has not located, any case construing Florida law on the issue of whether prejudgment interest is available in a breach of contract action arising under Florida's gap-filling statutes, Fla.Stat. §§
672.204(3),
672.305 where the parties do not agree as to the price of goods sold....
...Although this issue has apparently not been decided directly by any Florida court, this court concludes that, based on the rationale expressed in Argonaut, Florida law permits an award of prejudgment interest in a breach of contract case involving the gap-filling provisions of Fla.Stat. § 672.305....
...He explained that it was time for OTP to make certain management changes because Glikou and others had been in their positions for three or four years. Nevertheless, Patasse expressed disapproval with the way Glikou had handled the trial shipment to MPI. [7] Flat.Stat. § 672.305 is based upon section 2-305 of the Uniform Commercial Code. Compare Fla.Stat. § 672.305 with Uniform Commercial Code (U.L.A.) § 2-305 (1989)....
...[10] The Comment accompanying the code cites Lyng v. Bugbee Distrib. Co.,
133 Fla. 419,
182 So. 801 (1938), for the proposition that "reasonable price" should be construed as the market value or reasonable value of the goods. See Florida Code Comment to Fla. Stat. §
672.305....
CopyCited 3 times | Published | District Court, S.D. Florida | 63 U.C.C. Rep. Serv. 2d (West) 739, 2007 U.S. Dist. LEXIS 53672, 2007 WL 2155582
...tations. Under the UCC, a party may unilaterally alter key terms in a contract if the party uses "good faith" in supplying the term based on "honesty in fact and the observance of reasonable commercial standards of fair dealing in the trade." F.S.A. § 672.305; UCC § 2-103(1)(b)....
CopyCited 1 times | Published | District Court, M.D. Florida | 2007 U.S. Dist. LEXIS 68453, 2007 WL 2714094
...ct is enforceable. See id. Further, the lack of clear agreement on all terms of a contract will not defeat its validity. For instance, where a, price term is not specified in the contract, the U.C.C. implies a duty of good faith in fixing the price. § 672.305(2), Fla....
CopyPublished | District Court, S.D. Florida | 2005 U.S. Dist. LEXIS 34136, 2005 WL 4858676
..."). [2] As such, they "impose[ ] an obligation of good faith in [their] performance or enforcement." Fla. Stat. §
671.203. The parties also agree that the DTW price is an "open price term," which the U.C.C. requires to be set in good faith. See id. §
672.305(2) ("A price to be fixed by the seller or by the buyer means a price for her or him to fix in good faith.")....
...The U.C.C.'s Official Comments discuss *1335 the obligation of good faith with respect to an open price term and create a presumption that in the "normal seller's posted price or price in effect is also a good faith price: [U.C.C. § 2-305(2), codified at Fla. Stat. § 672.305(2) ], dealing with the situation where the price is to be fixed by one party rejects the uncommercial idea that an agreement that the seller may fix the price means that he may fix any price he may wish by the express qualification that the price so fixed must be fixed in good faith....
...Exxon Corp.,
61 F.Supp.2d 1308, 1320 (S.D.Fla.1999), affd,
333 F.3d 1248 (11th Cir.2003) (quoting U.C.C. § 2-305 cmt. 3). Motiva contends that this is a "normal case" in which it is entitled to a presumption that its posted DTW price satisfied the good faith requirement of Florida Statute §
672.305(2)....
...Because Motiva's DTW prices fell within the range of prices that other suppliers in the relevant geographic market charged and were applied uniformly among Motiva's dealers through its zone area pricing system, Motiva is entitled to a presumption that its DTW prices were set in good faith, as required by Florida Statutes § 672.305(2)....
CopyPublished | Court of Appeals for the Eleventh Circuit
...Thus, Petro's
abandonment of those arrangements could not constitute a breach of the franchise agreement.
Shukla argues that the DLSA must be construed by reference to Florida's law of sales, which
requires that a seller fix prices in good faith when the contract leaves the price term open. See
Fla.Stat.Ann. § 672.305 (1993)....
