IET, Inc. v. Intellocorp, LLC

Summary

The Florida Third District Court of Appeal affirmed orders finding that Hartnett breached a settlement agreement with Intellocorp and awarding Intellocorp $27,811.25 in attorney’s fees. The court held that notice and an opportunity to cure were excused under the futility doctrine because Hartnett’s disclosure of confidential settlement and litigation information could not be cured. The court also upheld the trial court’s factual findings concerning the parties’ alleged breaches and the settlement agreement’s cure provisions.

Holdings

1. The trial court correctly determined that Hartnett breached the settlement agreement by representing to BigCommerce and other platforms that he owned IET and by disclosing settlement-related and confidential information.
2. A party may be excused from performing a contractual condition precedent to enforcement when performance would be futile; disclosure of confidential settlement-related information was an incurable breach, making notice and an opportunity to cure futile.
3. The trial court properly found that Intellocorp cured its alleged breach involving use of the IET logo on an invoice within the contractual ten-day cure period, so the futility doctrine did not apply to Intellocorp.
4. Intellocorp was entitled to attorney's fees and costs under the settlement agreement because Hartnett committed an uncured breach that placed him in default and the agreement awarded enforcement fees to the nonbreaching party.

Questions Presented

1. Whether the trial court properly interpreted and enforced the settlement agreement.
2. Whether the notice and opportunity-to-cure condition precedent could be excused under the futility doctrine when Hartnett disclosed confidential settlement-related information to BigCommerce and social-media platforms.
3. Whether the trial court properly found that Intellocorp cured its alleged invoice-related breach within the contractual cure period.
4. Whether Intellocorp was entitled to attorney's fees and costs under the settlement agreement.

Disposition

affirmed