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My vendor overseas has breached our contract. Do I have recourse?

If you as a Florida company did business with a foreign company, such as a seller of a product that you retail here in the United States, and that company breached the contract, you will want to receive compensation or some other remedy for that breach. Perhaps the foreign seller sent you defective goods that you now cannot sell in your business.

With regard to whether you have recourse, the quick answer is “maybe.” Maybe you will be able to take legal action. Your contract will be very controlling here, so you need to read it carefully.

The importance of a choice of law provision

Did it include a choice of law provision? If so, that term will let you know where you can sue that other party. If you did not include such a term, then basic contract law will provide the default answer of where you can file.

Alternatively, if the foreign vendor drafted the contract, then it is possible that the choice of law is that other country, and you will likely be bound by that term when you file your suit.

With luck, you used a choice of law of the United States.

If no choice of law provision

If there is no such term, then you may have to prove you actually signed the contract in the United States in order to be able to sue here. You will want to establish that you did not sign it in that other country or elsewhere. If you signed it elsewhere, that country’s laws and courts may dictate how your case goes. The chances will also be greater that you will need to hire an international lawyer. A choice of law provision takes that wild card out of the mix.

If you sue in the wrong country, or even the wrong location in the right country, you may actually endure litigation over that very point. This litigation would take place before you even get to prove your case about your foreign vendor’s alleged breach of contract.

Using a process server

From a practical point of view, whether suing here in the United States or in a foreign country, you have the challenge of serving process on the other company. The most reliable way to do so if often using a professional process server, who can provide proof of service.

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