QUAYSIDE ASSOCIATES, LTD., APPELLANT,
v.
HARBOUR CLUB VILLAS CONDOMINIUM ASSOCIATION, INC., APPELLEE
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Quayside appeals a summary judgment finding it liable to indemnify Harbour Club Villas under a settlement agreement's indemnification clause. The court reverses, holding that the agreement's language is ambiguous regarding whether it covers the Villas' attorney's demand for additional fees, precluding summary judgment.
The court holds that the settlement agreement's terms are reasonably susceptible to more than one construction, creating a fact question about whether the attorney fee demand is covered. Summary judgment was improper because the agreement is ambiguous, not clear and unambiguous as the trial court found.
[1] A contract's construction is a question of law for the courts when its terms are unequivocal, clear, and undisputed.
[2] Where the terms of a written instrument are disputed and reasonably susceptible to more than one construction, an issue of fact is presented that cannot be resolved by su…
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Join FLexlaw to unlock all legal intelligence“What is clear to us is that it is unclear whether the demand for additional fees made against Villas for services rendered to it by its attorney prior to the settlement agreement (and paid for) is a claim arising or sustained against Villas in connection with or as a result of the payment and receipt of the $3,000,000.00.”
Establishes the core ambiguity in the agreement's language that prevents summary judgment
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Join FLexlaw to unlock all legal intelligenceQuayside and Harbour Club Villas settled prior litigation by Quayside paying $3,000,000 and executing an indemnification agreement. Villas' attorney, …
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PER CURIAM.
This appeal is from a Final Summary Judgment entered on a petition for declaratory decree determining that appellant is liable to indemnify appellee pursuant to terms of a settlement agreement. We reverse.
• As part of an agreement terminating litigation between the parties Quayside gave Harbour Club Villas Condominium Association, Inc. (Villas) $3,000,000.00 and an indemnification agreement which provided:
Quayside shall indemnify, defend and save harmless Villas and all the Unit owners of Villas from any and all claims, damages, judgments, actions, losses, costs, penalties, liabilities, and/or expenses without limitation (including attorneys’ fees whether incurred in the course of primary or appellate litigation or settlement or otherwise) arising or sustained in any manner and for any reason whatsoever against Villas in connection with or as a result of the payment and receipt of the $3,000,000.00 or against Quayside in connection with the enforcement of this Agreement. . . .
The attorney for Villas who had been paid $3,500.00, by contract, for representing Villas in litigation which preceded the settlement (and who did not participate in the settlement negotiations) brought suit against Villas for additional fees. Villas contends that the additional fees demanded by the attorney is a claim covered by the indemnification agreement. Quayside contends that it had been specifically agreed prior to implementation of the agreement that Villas’ attorneys fees would not be covered by the agreement. The parties petitioned the court for a declaratory judgment and each filed a motion for summary judgment. The trial court entered judgment for Villas on a finding that the settlement agreement, exclusive of parol evidence, was clear and unambiguous.
What is clear to us is that it is unclear whether the demand for additional fees made against Villas for services rendered to it by its attorney prior to the settlement agreement (and paid for) is a claim arising or sustained against Villas in connection with or as a result of the payment and receipt of the $3,000,000.00. The construction of a contract is ordinarily a question of law and belongs to the courts provided that the terms used are unequivocal, clear, undisputed and not subject to conflicting inferences. Friedman v. Virginia Metal Products Corp., 56 So. 2d 515 (Fla.1952). Where, as here, the terms of the written instrument are disputed and reasonably susceptible to more than one construction, an issue of fact is presented which cannot properly be resolved by summary judgment. Goldbloom v. J. I. Kislak Mortgage Co., 408 So. 2d 748 (Fla. 3d DCA 1982); Hoffman v. Terry, 397 So. 2d 1184 (Fla. 3d DCA 1981); Ellenwood v. Southern United Life Ins. Co., 373 So. 2d 392 (Fla. 1st DCA 1979).
Summary judgment is reversed and the cause is remanded for further consistent proceedings.
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Jaar v. The Univ. OF Miami, 474 So. 2d 239 (Fla. 3d DCA 1985)…construction of a written document, such as the contract before us, presents a question of law, Peacock Construction Co. v. Modern Air Conditioning, 353 So. 2d 840, 842 (Fla.1977); Quayside Associates v. Harbour Club Villas Condominium Association, 419 So. 2d 678 (Fla. 3d DCA 1982), if its language is clear and unambiguous. Friedman v. Virginia Metal Products Corp., 56 So. 2d 515, 516 (Fla.1952); Reliance Insurance Co. v. Brickenkamp, 147 So. 2d 200, 202 (Fla. 2d DCA 1962). The existence of a clear and unamb…
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Fecteau v. Se. Bank, N.A., 585 So. 2d 1005 (Fla. 4th DCA 1991)…mary judgment is inappropriate because there is a genuine issue of material fact. Gulfstream Bank, N.A. v. Barnett Bank of South Florida, N.A., 438 So. 2d 67 (Fla. 4th DCA 1983); Quayside Assocs., Inc. v. Harbour Club Villas Condominium Ass’n, Inc., 419 So. 2d 678, 679 (Fla. 3d DCA 1982) (“[wjhere ... the terms of a written instrument are disputed and reasonably susceptible to more than one construction, an issue of fact is presented which cannot properly be resolved by summary judgment.”). Appellees allege…
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State Farm Fire & Cas. Co. v. Ines de Londono, 511 So. 2d 604 (Fla. 3d DCA 1987)…act is ordinarily a matter of law, where the terms of a written instrument are disputed and are reasonably susceptible to more than one construction, an issue of fact is presented. Quayside Associates, Ltd. v. Harbour Club Villas Condominium Assoc., 419 So. 2d 678 (Fla. 3d DCA 1982). The instant policy did not define “regularly rented”; the parties disagreed as to what the term meant; and the trial court was of the view, correctly, that the term was reasonably susceptible to more than one meaning. It was, thu…
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- Arrow Prop. Ins. Adjusters, Inc. v. People's Tr. Ins. Co., 357 So. 3d 182 (Fla. 3d DCA 2024)
- Ellenwood v. S. United Life Ins. Co., 373 So. 2d 392 (Fla. 1st DCA 1979)
- Hoffman v. Terry, 397 So. 2d 1184 (Fla. 3d DCA 1981)
- Goldbloom v. J. I. Kislak Mortg. Corp., 408 So. 2d 748 (Fla. 3d DCA 1982)