How Are Ambiguities In Non-Compete Agreements Resolved Under Florida Law?

A party opposing enforcement of a non-compete agreement may argue that a provision contained in the agreement is ambiguous and subject to multiple interpretations. The United States District Court for the Middle District of Florida recently addressed whether a provision in a non-compete agreement was ambiguous in Partylite Gifs, Inc., v. MacMillan, C.A. No. 8:10-CV-149-T-27EAJ (M.D. Fla. Sept. 10, 2012). In Partylite, the court had to consider competing summary judgment motions concerning a former Partylite consultant's alleged breach of a non-compete, non-solicitation and non-disclosure agreement. Id. at *1.

The parties in Partylite disagreed, among other things, regarding the scope of the consultant agreement. In interpreting the agreement, the court first had to consider whether the language contained in the agreement was ambiguous. Id. at *10. Under Florida law, contract terms are considered ambiguous where its terms "are inconsistent on their face or where the phraseology can support reasonable difference of opinion as to the meaning of the words employed." Id. at 11, citing Smith v. Shelton, 970 So.2d 450, 451 (Fla. 4th DCA 2007). "However, a true ambiguity does not exist merely because a document can...