Orthofix, a medical device supplier, terminated its distribution agreement with Phoenix Surgicals and claimed the contract couldn't be enforced due to the statute of frauds. The Texas Court of Appeals upheld a jury verdict awarding Phoenix over $705,000 for wrongful termination and promissory estoppel. The court found that Orthofix had waived its exclusivity rights through prolonged silence and inaction, making the termination wrongful even though the original contract had issues.
Silence or inaction on enforcing contract terms can constitute a waiver—don't assume you can enforce strict contract language if you've ignored violations for a long time
Termination-for-convenience clauses may not protect you if you've waived exclusivity or other key provisions through your conduct or past practice