ATTORNEY OF THE MONTH D. Finley Williams Jr. Top 10 KAYLA A. HAINES Rising Star UNDER 40PERSONAL INJURY ATTORNEYS MEDICAL NEGLIGENCE AVIATION LAW PREMISES ACCIDENTS PRODUCTS LIABILITY TRANSPORATION ACCIDENTS INSURANCE BAD FAITH COMMERICAL DISPUTES GOVERNEMNT NEGLIGENCE WWW.SDLITIGATION.COMEvery case deserves A SECOND LOOK We have paid our co-counsel more than $ 18 million in referral fees. ONE BILLION More Than Dollars RecoveredAttorney at Law Magazine is published by: Target Market Media Publications Inc. Ken Minniti PRESIDENT & CEO Howard LaGraffe VICE PRESIDENT Caitlin Keniston EDITOR Thomas Brady FIRST COAST PUBLISHER Veronica Jauregui ASSISTANT EDITOR Nancy Kinnally LOCAL EDITOR Kate Quealy LOCAL ADMINISTRATOR Jaqueline Dávila GRAPHIC DESIGN Christopher Cobb Keith Maynard Patty Mitchell, RN Tyler J. Oldenburg, Esq. CONTRIBUTING EDITORS Vicki Hogue-Davies CONTRIBUTING WRITER Dan Harris PHOTOGRAPHY Copyright ©2019, Target Market Media all rights reserved. Reproduction in whole or part is strictly prohibited. Advertising rates on request. Bulk third class (standard) mail. Although every precaution is taken to ensure accuracy of published materials, Attorney at Law Magazine & Target Market Media cannot be held responsible for opinions expressed or facts supplied by authors. Corporate Office : 5828 North 7th Street, Suite 200 Phoenix, AZ 85014 Phone (480) 219-9716 www.tmmpublications.com • info@tmmpublications.com Northern Alabama | Atlanta | Chicago | Dallas | Ft. Lauderdale Jacksonville | Los Angeles | Miami | Minnesota North Carolina Triangle | Ohio | Philadelphia | Phoenix | San Antonio Salt Lake City | Middle Tennessee | Washington D.C. A Florida Bar Board Certified Lawyer Has Currently accepting applications visit www.floridabar.org/about/cert/ Are YOU ready for the challenge?FROM THE Publisher D ear Readers, Welcome to the 2019 First Coast Top 10 Under 40 Special Issue. I am proud to feature all the younger attorneys in this issue. They are the future of our city. I am very pleased to feature the Criminal Defense Director at Phillips & Hunt Law Firm Mr. D. Finley Williams. He spent years as an Assistant State Attorney and is Board Certi- fied in Criminal Trial Law. A special thank you to Ms. Blaire Bisbee at the Florida Bar Association for all her assis- tance. I would also like to take this opportunity to remember a First Coast Legal Legend Bill Harrell. Bill passed away in October 2017, but his legacy lives on in his family, friends and firm. Sincerely, THOMAS BRADY PUBLISHER (904) 398 2234 TBRADY@ ATTORNEYATLAWMAGAZINE.COM Attorney of the Month William Harrell Katherine Wagner Rising Star Jim Farah Attorney Spotlight 9 Exceptions to the Parol Evidence Rule an Important Consideration for Litigation Strategy By Tyler J. Oldenburg, Esq. 12 Brian Moore Attorney Spotlight 15 Enhancing Value for Injured Clients at Settlement By Keith Maynard 16 D. Finley Williams Jr. Attorney of the Month 20 Bob Ledoux of ACC North Florida Chapter Association Profile 23 Top 5 Things You Should Consider When Renovating Property By Christopher Cobb 24 Kayla A. Haines Rising Star 27 Sepsis: The Devil is in the Details By Patty Mitchell RN SPECIAL SECTIONS 10 2019 First Coast Top 10 Under 40 30 Event Spotlight 16 D. FINLEY WILLIAMS JR AttorneyAtLawMagazine.com 7ATTORNEY AT LAW MAGAZINE · FIRST COAST · VOL. 4 NO. 5 8M ost remember “merger” and “integration” clauses from their contracts courses in law school. Where a contract purports to state it is the entire agreement be- tween the parties as to the subject matter of the contract, no parol evi- dence can be offered to contradict, modify, or amend the terms of that contract. The fundamental purpose of a merger clause “is to affirm the par- ties’ intent to have the parol evidence rule applied to their contracts.” Out- law v. McMichael, 397 So. 2d 1009, 1011 (Fla. 1st DCA 1981). Even when the parties’ intent and the contract language is clear, there are still long recognized exceptions in Florida to the parol evidence rule. These excep- tions, which nearly swallow the rule, can be broken down into three gen- eral categories. NOT THIS CONTRACT EXCEPTIONS These exceptions allow parol evi- dence because the terms of the writ- ten contract are not the basis of the dispute. The bar on parol evidence is based on the merger of oral state- ments into the written contract and the parties’ intention that the contract address all terms of their agreement. If the parties have an independent or separate oral agreement, it falls out- side those oral statements merged into the written contract. Supervisors, Inc. v. Arcadia Citrus Growers’ Ass’n, 101 Fla. 804, 135 So. 296 (1931). In litigation where the contract is not the basis for claims or defenses but is offered into evidence as an admission, the party whom it is offered against may submit parol evidence to explain the intent of the contract. Baumgart- ner v. Hearn Const. Co., 106 Fla. 867, 143 So. 789 (1932). The distinction is whether the fact finder’s ultimate de- termination is the legal effect of the contract or something else. If it is the latter, parol evidence will be admis- sible. NOT A CONTRACT EXCEPTIONS Parol evidence is admissible when the existence or validity of the con- tract itself is at issue. Parol evidence is admissible to show a written instru- ment is a forgery (Mauldin v. Reel, 56 So. 2d 918 (Fla. 1951)) or was induced fraudulently or illegally. Edwards v. Norman, 780 So. 2d 162 (Fla. 2d DCA 2001); Roper v. Florida Public Utilities Co., 131 Fla. 709, 179 So. 904 (1938). This applies even in the presence of a merger clause in the contract. Wilson v. Equitable Life Assur. Soc. of U.S., 622 So. 2d 25 (Fla. 2d DCA 1993). Similarly, parol evidence is admis- sible to show a contract was intended to be binding only upon completion of a condition precedent. LSQ Fund- ing Group, L.C. v. EDS Field Services, 879 F. Supp. 2d 1320 (M.D. Fla. 2012) (applying Florida law); In re Estate of Barry, 689 So. 2d 1186 (Fla. 4th DCA 1997). The same applies to evidence showing delivery or execution of the contract was conditional. O’Malley v. Burns, 253 So. 2d 278 (Fla. 1st DCA 1971). Where a party’s position is the contract has no legal effect due to failure of an oral condition prec- edent, parol evidence will generally be admissible to prove the condition precedent. A contemporaneous oral agree- ment which induced a party to ex- ecute a written contract is also a basis for admitting parol evidence. Mallard v. Ewing, 121 Fla. 654, 164 So. 674 (1935). Unlike the other exceptions, a high burden applies requiring the proponent to show an oral agreement inducing the written contract by clear, precise, and indubitable evidence. Id. In addition to the high burden, the exception does not apply where the oral statement directly contradicts the written agreement. Linear Corp. v. Standard Hardware Co., 423 So. 2d 966 (Fla. 1st DCA 1982). NOT OUR CONTRACT Equitable claims relating to writ- ten instruments, such as rescission or reformation, permit introduction of otherwise inadmissible parol evi- dence. Spear v. MacDonald, 67 So. 2d 630 (Fla. 1953). But the exception is not carte blanche to introduce parol evidence when an equitable claim is at issue; there must still be a basis for looking outside the contract, e.g. ambiguity, mutual mistake, validity. Schwartz v. Zaconick, 68 So. 2d 173 (Fla. 1953). The equity exception ap- pears most applicable when there is failure of the contract to align with the stated intent of both parties. Clear and unambiguous contracts make for efficient business and avoid the expense of litigating costly factual inquiries, but the above exceptions can arise even with clearest and most detailed of contracts. If you’re litigat- ing a contract, it is imperative to un- derstand the scope and limitations of the numerous exceptions to the parol evidence rule as any one of these ex- ceptions can make or break a case. We best serve our clients by identi- fying whether the exceptions apply early on in litigation and developing a litigation strat- egy to obtain the evidence needed to establish or refute the applicability of these exceptions. TYLER J. OLDENBURG, ESQ. | Business Litigation Tyler J. Oldenburg is a Shareholder at Marks Gray, P.A. His practice is focused on commercial litigation, including all aspects of business disputes, business torts, creditor’s rights and collection work, shareholder/partnership disputes, non-compete litigation, real estate litigation, and trade secret litigation. Mr. Oldenburg is currently a member of the Florida Bar, the Jacksonville Bar Association, the Florida Defense Lawyers Association, and is an Associate in the Chester Bedell Inn of Court. He is also actively involved in a variety of community organizations and currently serves as a Vice Chairman for The Players Championship. Mr. Oldenburg would like to thank Logan McEwen for his contributions in preparing this article Exceptions to the Parol Evidence Rule an Important Consideration for Litigation Strategy AttorneyAtLawMagazine.com 9Next >