GULFSTREAM BANK, N.A., APPELLANT,
v.
BARNETT BANK OF SOUTH FLORIDA, N.A., APPELLEE

Fla. 4th DCA | 1983-08-31
No. 83-402
HERSEY and DELL, JJ., concur.
438 So. 2d 67 Florida District Court of Appeal, Fourth District (1983) Caution
Cited by 8 cases

AI-generated. These summaries, headnotes, and key points are machine-generated and may contain errors or omissions. Always verify against the full opinion text below. Not legal advice.

Synopsis

Gulfstream Bank appeals a partial summary judgment in a breach of contract dispute with Barnett Bank over chargebacks on fraudulent merchant credit card drafts. The court reversed, finding the contract ambiguous and holding that summary judgment was inappropriate when the parties dispute the contract's meaning.


Holding

The contract is ambiguous because one provision appears to hold Gulfstream harmless for merchant losses while another provision clearly entitles Barnett to charge back drafts. Summary judgment is inappropriate when contract language is ambiguous and parties suggest different interpretations.


Headnotes

[1] A contract is ambiguous when its wording is unclear and parties suggest different interpretations, making the proper interpretation a question of fact.

[2] When contractual ambiguity exists and parties propose differing interpretations, the issue of proper interpretation becomes a question of fact, precluding the grant of su…

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Key Quotes

“Barnett shall hold First Bank harmless and First Bank shall not be responsible for merchant losses on merchants approved by Barnett subject to an agreement that First Bank shall exercise its best efforts to collect such losses.”

One contractual provision suggesting Gulfstream would be held harmless for merchant losses

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Facts & Procedural History

Gulfstream's predecessor and Barnett entered into a July 27, 1979 agreement for the sale of Visa and Mastercharge accounts. One provision stated Barne…

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Opinion of the Court
DOWNEY, Judge.

DOWNEY, Judge.

Appellant, Gulfstream Bank, N.A., seeks reversal of a partial summary judgment entered in favor of appellee, Barnett Bank of South Florida, N.A., in a suit instituted by Barnett for breach of contract.

The undisputed facts are that Gulf-stream’s predecessor, First Bank & Trust Company of Boca Raton, and Barnett entered into a contract, dated July 27, 1979, wherein Barnett agreed to purchase certain Visa and Mastercharge accounts from Gulfstream. Among other things, the Agreement provided:

Barnett shall hold First Bank harmless and First Bank shall not be responsible for merchant losses on merchants approved by Barnett subject to an agreement that First Bank shall exercise its best efforts to collect such losses. In addition, the Agreement provided that the parties would subsequently enter into a Standard Agent-Bank Agreement, an unex-ecuted copy of which was attached to the Agreement of July 27, 1979. Gulfstream was the contractual Agent and Barnett was the Bank. One of the covenants of the Standard Agent-Bank Agreement provided:
Bank’s acceptance of the sales drafts and cash advance drafts from Agent will be without recourse against Agent, except Bank shall have the right to charge back to Agent those drafts with respect to which Bank would have the right to charge back to a Merchant under the terms of Bank’s standard merchant agreement in effect from time to time

One of Gulfstream’s merchant bank card holders deposited fraudulent Visa and Mastercharge sales drafts in its merchant account at Gulfstream. Barnett notified Gulfstream of its right to charge back the amount of those fraudulent sales drafts against Gulfstream, but Gulfstream refused to accept the chargeback and this litigation ensued.

Gulfstream contended below that an ambiguity exists in the contracts because in one place it appears Barnett is to hold Gulfstream harmless on any merchant losses incurred after the inception of the contractual relationship between the parties. Yet another provision clearly states that Barnett is entitled to charge back against Gulfstream any drafts that Barnett could charge back against a merchant under the Bank’s standard merchant agreement. In order to determine the intent of the parties, Gulfstream sought to adduce extrinsic evidence in the form of a deposition of one of Gulfstream’s officers, which explains what the parties intended by the various contractual provisions. The trial court refused to consider any extrinsic evidence regarding the intention of the parties because it was felt the contracts were not ambiguous.

We agree with appellant’s analysis of the contracts and hold that they are ambiguous. Under these circumstances summary judgment was inappropriate. As the court stated in Griffin Builders Supply, Inc. v. Jones, 384 So. 2d 265, 266 (Fla. 2d DCA 1980):

When the wording of an agreement is ambiguous and parties suggest different interpretations, the issue of proper interpretation becomes one of fact precluding grant of summary judgment.

For the foregoing reasons the partial summary judgment appealed from is reversed and the cause is remanded for further proceedings.

REVERSED AND REMANDED, with directions.

HERSEY and DELL, JJ., concur.


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Citator

Cited By

  • Fecteau v. Se. Bank, N.A., 585 So. 2d 1005 (Fla. 4th DCA 1991)
    …i v. Bacardi, 386 So. 2d 1201, 1203 (Fla. 3d DCA 1980). When there are two reasonable interpretations, summary 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,…
  • Phillip and Delores Floyd v. Homes Beautiful Constr. Co., 710 So. 2d 177 (Fla. 1st DCA 1998)
    …arties’ intent; such an issue of fact cannot be properly resolved by a summary judgment. Universal Underwriters Ins. Co. v. Steve Hull Chevrolet, Inc., 513 So. 2d 218 (Fla. 1st DCA 1987); Gulfstream Bank, N.A. v. Barnett Bank of South Florida, N.A., 438 So. 2d 67 (Fla. 4th DCA 1983), and Griffin Builders Supply, Inc. v. Jones, 384 So. 2d 265 (Fla. 2d DCA 1980). It is not apparent from the four comers of the release what “claims” the parties intended to release. For example, it is not apparent whether the mod…
  • Quick v. State Farm Fire & Cas. Co., 488 So. 2d 909 (Fla. 1st DCA 1986)
    …ve Casualty Insurance Co., 410 So. 2d 501 (Fla.1982). Although summary judgment is precluded when the wording of a contract is ambiguous and the parties suggest differing interpretations, Gulfstream Bank, N.A. v. Barnett Bank of South Florida, N.A., 438 So. 2d 67 (Fla. 4th DCA 1983), there is no ambiguity in the contract herein. Appellants first rely on the indication that the policy was for “owners’, landlords’ and tenants’ liability insurance”. This isolated provision cannot be considered as determinative…

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