North American Philips Corp., Inc. v. Boles

405 So. 2d 202 (1981)

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North American Philips Corp., Inc. v. Boles

Florida District Court of Appeal
405 So. 2d 202 (1981)

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.)

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