North American Philips Corp., Inc. v. Boles
405 So. 2d 202, 1981 Fla. App. LEXIS 21220 (1981)
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Rule of Law:
Under Florida Rule of Civil Procedure 1.100(a), when a defendant raises an affirmative defense, a plaintiff who seeks to avoid that defense must file a reply specifically pleading the matter of avoidance. Failure to do so renders evidence of the avoidance inadmissible at trial.
Facts:
- Bryan G. Boles and North American Philips Corporation's predecessor-corporation entered into a stock option agreement.
- The agreement contained several conditions precedent that Boles was required to satisfy to exercise the option.
- Boles, through his attorney, sent a letter to the corporation attempting to exercise the stock option.
- The letter did not satisfy all of the conditions precedent stipulated in the agreement.
- Boles believed the corporation had taken certain actions that constituted a waiver of the requirement for strict compliance with the conditions.
Procedural Posture:
- Bryan G. Boles filed a two-count complaint against North American Philips Corporation, Inc. in the trial court, seeking damages or specific performance.
- North American Philips filed an answer asserting affirmative defenses, including that Boles had failed to fulfill conditions precedent.
- Boles filed a 'Reply to Affirmative Defenses' that simply denied the defenses without pleading any matter of avoidance.
- The case proceeded to a non-jury trial (a bench trial).
- At trial, the court overruled the defendant's objection and admitted Boles's testimony regarding the defendant's alleged waiver of the conditions precedent.
- The trial court found for the plaintiff, Boles.
- North American Philips, as appellant, appealed the judgment to the District Court of Appeal of Florida, Fourth District, with Boles as the appellee.
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Issue:
Does Florida Rule of Civil Procedure 1.100(a) prohibit a plaintiff from introducing evidence of waiver at trial to overcome an affirmative defense when the plaintiff failed to plead waiver as an avoidance in a reply?
Opinions:
Majority - Hurley, J.
Yes. Florida Rule of Civil Procedure 1.100(a) mandates that a party seeking to avoid an affirmative defense must file a reply pleading the avoidance. The rule uses the word 'shall,' making the filing of a reply mandatory, not optional. The court cites 'Moore Meats, Inc. v. Strawn,' explaining that the purpose of this rule is to lay a predicate for proofs so that all parties can prepare for trial accordingly. By failing to plead waiver and only interposing a denial, Boles allowed pre-trial preparation to focus on his compliance with the agreement, not on the defendant's conduct. Introducing waiver testimony for the first time at trial created a 'blind issue' that surprised the defendant and was fundamentally unfair. This admission of evidence over objection constitutes reversible error because it formed the basis of the trial court's verdict.
Analysis:
This decision reinforces the mandatory nature of Florida's pleading rules regarding the avoidance of affirmative defenses. It clarifies that simplified pleading does not eliminate the requirement for parties to give fair notice of the issues to be litigated. The ruling prevents plaintiffs from ambushing defendants at trial with theories like waiver or estoppel that were not raised in the pleadings. For future cases, this holding solidifies the principle that pleadings define the scope of a trial, and a failure to properly plead an avoidance will bar the introduction of evidence on that matter, ensuring procedural fairness.
