Most contract disputes do not start with a bad deal. They start with a good deal written in vague language, signed by two people who were getting along at the time.
By the time the relationship sours, the only thing that matters is what the document actually says. We see the same handful of clauses cause the same expensive arguments for Florida business owners across Volusia and Flagler counties, and almost all of them are fixable in an afternoon, before anyone signs.
Here are the five worth your attention.
1. Scope of Work: Say What You Are Not Delivering
The scope clause answers three questions: what you are delivering, by when, and what is expressly not included. That third part is the one most contracts skip, and it is where margin disappears.
What goes wrong
Words like “as needed,” “industry standard,” and “reasonable revisions” feel accommodating during the sales conversation. In a dispute, they mean whatever the other side’s lawyer says they mean.
What to do instead
Put the deliverables in an attached exhibit with dates and quantities. Add a short exclusions list. Then require that any change to scope, price, or schedule be documented in a written change order signed by both parties before the extra work starts. This matters most in construction and renovation contracts, where verbal approvals in the field are the norm and the invoice arrives months later.
The Florida wrinkle: A written contract gives you five years to sue under section 95.11(2)(b), Florida Statutes. An oral agreement gives you four under section 95.11(3)(j), and proving its terms is a far harder exercise. A handshake modification to a written contract can also undercut the written terms if the parties actually behave that way over time. Written change orders are not bureaucracy. They are evidence.
2. Payment Terms: Late Fees Have a Legal Ceiling in Florida
“Payment due upon receipt” is not a payment term. It is a hope.
What to include
The due date (net 15, net 30), the deposit or progress payment schedule, accepted payment methods, who absorbs card processing fees, and your right to suspend work or withhold deliverables while an invoice is past due.
The Florida wrinkle: Florida caps what you can charge on money that is owed. Under section 687.02, Florida Statutes, charging more than the equivalent of 18 percent per annum simple interest on a loan, advance, line of credit, or forbearance of $500,000 or less is usurious, and the ceiling in section 687.071 (25 percent) applies above that threshold.
That matters more than owners expect, because a late charge that functions as interest can be treated as interest. The familiar “1.5 percent per month” service charge sits exactly at 18 percent per year, so stacking a flat penalty on top of it can push the effective rate past the line. An unenforceable late fee is worse than no late fee: it costs you the leverage and invites a counterclaim.
Note also that a judgment carries statutory interest under section 55.03, at a rate the state adjusts quarterly, so the contract rate is not the only number in play once a dispute reaches court.
3. Attorney’s Fees: Florida Turns a One-Sided Clause Into a Two-Way Street
This is the clause Florida business owners most often get backwards.
Many contracts include a line saying that if the company has to enforce the agreement, the customer pays the company’s attorney’s fees. Owners write it as a deterrent. In Florida, it is also a gift to the other side.
Section 57.105(7), Florida Statutes, provides that if a contract lets one party recover fees for taking action to enforce it, the court may also award reasonable fees to the other party when that party prevails, “whether as plaintiff or defendant.” A one-way clause becomes a two-way clause by operation of law.
What to do
Decide on purpose rather than by accident.
- If your typical dispute is chasing unpaid invoices you are likely to win, a mutual prevailing-party clause is real leverage and often ends the fight before it starts.
- If you are more likely to be on the receiving end of a claim, staying silent may serve you better. Without a fee provision or a statute, Florida follows the American rule and each side pays its own lawyers.
If you keep the clause, define “prevailing party,” and say plainly that recoverable fees include pre-suit demands, appeals, and collection efforts. Otherwise you can win the case and still argue about the fees.
4. Dispute Resolution: Choose the Courtroom Before You Need It
A dispute clause is a cost-control clause. It decides whether a disagreement is a drive to the courthouse in DeLand or a plane ticket and out-of-state counsel.
Cover four things
- Governing law. Say Florida law applies.
- Venue. Name the county. For most Volusia and Flagler businesses that means state court in the Seventh Judicial Circuit, and it is worth confirming the clause is written so a court will honor it.
- Court or arbitration. Arbitration can be faster and private, but you pay the arbitrator, and appeal rights are extremely limited. Litigation is public and slower, with more procedural tools. Neither is automatically better. Pick the one that fits the size and type of dispute you expect.
- A notice and cure step. Requiring written notice of a claimed breach and a short window to fix it resolves a surprising share of disputes before anyone hires counsel.
Contracts often add a waiver of the right to a jury trial. Florida courts will generally enforce one that is clear and conspicuous, but the drafting has to be deliberate, and whether you want it depends on which side of a likely case you expect to be on.
5. Termination: How the Contract Ends, and What Outlives It
Every contract ends. The good ones say how.
Termination for cause should require written notice describing the breach and a defined cure period. Termination for convenience, if you want it, should state the notice period and what is owed on the way out: payment for work performed, reimbursement of committed costs, return of property and data, and who owns or may keep using the work already delivered.
Survival is the piece that gets forgotten. Confidentiality, indemnity, the fee provision, and the dispute resolution clause should all expressly survive termination. A confidentiality obligation that dies with the contract protects you exactly when you no longer need it.
Notice mechanics matter too. List the addresses, say whether email is valid notice and to which address, and state when notice is deemed received. Notice sent to a person who left the company two years ago is a fight you do not need.
Two More Clauses Worth a Second Look
Restrictive covenants. Non-competes, non-solicits, and confidentiality agreements are governed by section 542.335, Florida Statutes: they must be in writing and signed by the person to be bound, supported by a legitimate business interest such as trade secrets, substantial customer relationships, or specialized training, and reasonable in time, area, and line of business. For a former employee or contractor, six months or less is presumed reasonable and more than two years is presumed unreasonable. Tied to the sale of a business, three years or less is presumed reasonable. Separately, Florida’s CHOICE Act, effective July 1, 2025, allows non-compete and garden leave arrangements of up to four years for higher-earning employees who meet a county-based salary threshold, with its own notice, review period, and advice-of-counsel requirements.
Limitation of liability and indemnification. These two clauses decide who pays when something goes badly wrong. Read them together, and read them against your insurance, before you sign someone else’s form.
A Short Pre-Signature Checklist
- Are the deliverables and exclusions specific enough that a stranger could grade performance?
- Do changes require a signed change order?
- Are the payment terms, late charges, and suspension rights spelled out and within Florida’s interest limits?
- Is the attorney’s fees clause the one you actually want, knowing section 57.105(7) makes it mutual?
- Does the contract name Florida law and a convenient venue?
- Does it say how it ends, and what survives?
- Is the signer authorized to bind the company, and is the entity name exactly right?
Talk It Through Before You Sign
Erum Kistemaker has practiced for more than 25 years, is AV Preeminent rated, and has been recognized as a Florida Super Lawyer. Kistemaker Business Law Group works with business owners, community associations, and property owners throughout Volusia and Flagler counties on the contracts that hold their operations together.
Reviewing a contract before it is signed costs a fraction of litigating one after it fails. Call (386) 310-7997 or schedule a consultation to have your agreements reviewed.