## Facts

- Southeast Medical Products, Inc. (SMP) employed William C. Williams under an employment agreement containing a covenant not to compete.
- An addendum executed in August 1989 modified the covenant, stating it was effective “for a period of two (2) years effective the date of this addendum.”
- Williams’s employment ended in August 1989.
- Under the addendum’s terms, the noncompete period ended in 1991.
- In 1997, Williams began activities that SMP alleged competed with SMP’s business.
- SMP sued Williams and, in Count Four, alleged breach of the covenant not to compete; SMP attached the employment agreement and the August 1989 addendum as exhibits to the complaint.
- Williams moved to dismiss Count Four for failure to state a cause of action, arguing the attached addendum showed the covenant had expired before the alleged 1997 competition.
- The trial court dismissed Count Four with prejudice, concluding the covenant expired in 1991.

## Issues

1. Whether a claim for breach of a covenant not to compete is subject to dismissal when the complaint’s attached exhibits unambiguously show the covenant expired before the alleged competitive conduct.
2. Whether, on a motion to dismiss, the plain language of an exhibit attached to the complaint controls over contrary or inconsistent allegations in the pleading.

## Decision

- The appellate court affirmed the dismissal with prejudice of Count Four.
- The court held the August 1989 addendum unambiguously limited the noncompete covenant to two years from the addendum’s date, expiring in 1991.
- Because the alleged breach occurred in 1997, the complaint failed to state a cause of action for breach of the covenant not to compete.
- The court applied the rule that an attached exhibit is part of the pleading, and when an exhibit negates the claim, the exhibit’s plain terms control and can support dismissal.

## Legal Principles

- On a motion to dismiss, factual allegations are taken as true, but documents attached as exhibits are treated as part of the pleading for all purposes.
- If an attached exhibit’s plain language negates the cause of action, the exhibit controls over inconsistent allegations and may justify dismissal for failure to state a claim.
- A noncompete breach claim fails as a matter of pleading when the operative contract documents attached to the complaint show the restrictive period ended before the alleged competitive conduct.

## Conclusion

The court affirmed dismissal of the noncompete count because the plaintiff’s own attached addendum fixed a two-year restrictive period beginning in August 1989, making a 1997 breach allegation legally insufficient; attached exhibits that negate a claim control at the motion-to-dismiss stage.


Southeast Med. Prods., Inc. v. Williams, 718 So. 2d 306 (Fla. Dist. Ct. App. 2d Dist. 1998)