Ever sent a text thinking it changed your business contract? In Florida, that’s a costly misconception. The Entire Agreement Clause is a staple in business contracts, stating that only the written, signed document governs the deal. This clause is designed to prevent parties from later claiming that side conversations, emails, or text messages altered the agreement.
Florida courts strictly enforce these clauses. Under Florida Statute § 672.202 and cases like DK Arena, Inc. v. EB Acquisitions I, LLC, the written contract is king. If your contract includes an Entire Agreement Clause, any attempt to introduce evidence of a text or email to change the deal will almost always fail. This is especially true in business litigation, where clarity and certainty are paramount.
Business owners often make the mistake of relying on informal communications to modify contracts. If you want to change your agreement, do it in writing and ensure both parties sign. Otherwise, you risk losing your rights or facing costly disputes. Amendments must be formal, and deadlines for enforcement can be strict. Protect your business—keep all changes documented and signed.
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Disclaimer: This content is for informational purposes only and does not constitute legal advice, and laws and legal interpretations may change after the date of publication.
Written by:
Gil Sánchez, Esq.
CEO | Civil Trial Attorney
Black Rock Trial Lawyers
Abogados Law
