North American Philips Corp., Inc. v. Boles
Florida District Court of Appeal
405 So. 2d 202 (1981)
- Written by Liz Nakamura, JD
Facts
Bryan Boles (defendant) entered into a stock-option agreement with North American Philips Corporation, Inc. (NAPC) (plaintiff). The agreement required Boles to fulfill specified conditions-precedent before exercising his stock options. Boles sent a letter to NAPC asking to exercise his stock options, but NAPC refused Boles’s request. Boles sued NAPC seeking specific performance of the stock-option agreement or, alternatively, monetary damages. NAPC raised an affirmative defense claiming that it refused to honor Boles’s stock-option request because Boles failed to fulfill the required conditions-precedent. Boles filed a reply registering a general denial of NAPC’s affirmative defense; Boles did not include anything in his reply indicating he would seek to avoid NAPC’s affirmative defense. However, at trial, Boles sought to avoid NAPC’s affirmative defense by introducing evidence that NAPC’s conduct had waived the requirement for Boles to strictly comply with the conditions-precedent. NAPC objected, arguing that Boles could not seek to avoid NAPC’s affirmative defense at trial because Boles had failed to raise avoidance in his reply. The trial court denied NAPC’s objection, admitted Boles’s avoidance evidence, and ultimately ruled in Boles’s favor. NAPC appealed.
Rule of Law
Issue
Holding and Reasoning (Hurley, J.)
What to do next…
Here's why 811,000 law students have relied on our case briefs:
- Written by law professors and practitioners, not other law students. 46,300 briefs, keyed to 988 casebooks. Top-notch customer support.
- The right amount of information, includes the facts, issues, rule of law, holding and reasoning, and any concurrences and dissents.
- Access in your classes, works on your mobile and tablet. Massive library of related video lessons and high quality multiple-choice questions.
- Easy to use, uniform format for every case brief. Written in plain English, not in legalese. Our briefs summarize and simplify; they don’t just repeat the court’s language.
