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Courts Will Use “Industry Standards” to Resolve Vague Terms in Contracts in Florida


Disputes over a contract can arise for a wide range of different reasons. Vague terms within an agreement can lead to parties running into problems. In Florida, courts can look to “industry standards” to resolve disputes over contract terms that are genuinely vague. Here, our Miami commercial litigation lawyer explains the key things to understand about using “industry standards” to resolve vague contract terms in Florida.

Starting Point: The Contract Language is Key

Contract law is complicated. As explained by The Florida Bar, the language with a written contract itself is fundamental to resolving any dispute over each party’s obligations. If a contract dispute goes to litigation in Florida, the court will also start by initially looking at the contract’s actual written language to determine the intent of the parties involved. When possible, the agreement will always be allowed to speak for itself.

Understanding Vague Terms (Ambiguous Language) 

Of course, not all contracts do “speak” for themselves. Ambiguities exist. Ambiguity in contractual language occurs when a term or a clause can be reasonably interpreted in more than one way. Often, the underlying issue is that one or more of the terms are vague. When parties disagree on the meanings of such terms, the interpretation of the contract becomes more complex. Florida courts have established that when facing ambiguity, they must determine the true intent of the parties.

 Industry Standards May Be Used to Resolve Disputes 

In a case where a contract—or, more to the point, specific terms within—remain ambiguous even after considering the contract as a whole Florida courts often turn to industry standards for guidance. Indeed,  industry standards can provide practical benchmarks for interpreting vague terms because they reflect the norms and practices widely accepted within a particular field or industry. These external standards can help to ensure that the interpretation of ambiguous terms aligns with fair and reasonable expectations of parties within a specific industry.

Here is an example: Imagine there is a dispute over a renovation project at a residential condo building in South Florida. The term “material defect” is used, but it is not explicitly defined within the agreement. A building and the construction contractor end up locked in a dispute over what constitutes a “material defect.” To a degree, that term is vague. In this case, a Florida court can look at the construction industry’s standard practices to define what is a material defect. Along with other evidence, it may consider industry publications, guidelines by professional associations, and commonly accepted safety and quality standards.

 Call Our Miami, FL Business Litigation Attorney Today

At Pike & Lustig, LLP, our Miami business litigation lawyer takes on the full range of contract law matters. If you have any questions about contract disputes over vague terms, we can help. Contact our firm today to arrange your strictly confidential initial case review. From our offices in Miami and West Palm Beach, our commercial litigation team serves communities throughout South Florida.



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