JOHN ALDEN LIFE INSURANCE COMPANY, A MINNESOTA CORPORATION, APPELLANT,
v.
HOME STATE FINANCIAL SERVICES, INC., AN OHIO CORPORATION AND COMBANKS CORPORATION, A FLORIDA CORPORATION, APPELLEES
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The appellate court reversed a summary judgment, finding that a provision in a stock-purchase agreement was ambiguous and thus could not be resolved without a trial. The ambiguity concerned the definition of "Buyers" and the reference of the pronoun "they" within the "Equitable Consideration" clause.
Yes, the provision is reasonably susceptible to more than one interpretation, creating an issue of fact that cannot be resolved by summary judgment.
[1] A written agreement provision is ambiguous, precluding summary judgment, if it is reasonably susceptible to more than one interpretation.
[2] Ambiguity in a contract's language, creating an issue of fact, prevents resolution by summary judgment.
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Join FLexlaw to unlock all legal intelligence“The issue in this appeal is whether a provision in a written agreement is so ambiguous as to preclude a summary judgment.”
States the central legal question of the appeal.
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Join FLexlaw to unlock all legal intelligenceJohn Alden Life Insurance Company (appellant) appealed a summary judgment granted to Home State Financial Services, Inc. and Combanks Corporation (app…
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FERGUSON, Judge.
The issue in this appeal is whether a provision in a written agreement is so ambiguous as to preclude a summary judgment. The questioned paragraph of the stock-purchase agreement reads:
Equitable Consideration. Buyers jointly and severally agree that if, in the period from the date of this Agreement through March 31, 1982, any member(s) of the group purchasing FNB Stock of which they are a part purchases shares of FNB Stock in addition to those owned by such group on the date hereof (but excluding Sellers’ Shares) and if either (a) any such additional shares of FNB Stock are acquired pursuant to a public tender offer at a price greater than $22.00 per share or (b) the average price per share of all such additional shares acquired during such period exceeds $22.00 per share, then Buyers will pay to Sellers an amount equal to the product of the number of Sellers’ Shares times the difference between $22.00 and the greater of (i) such tender offer price or (ii) such average purchase price. Payment of such additional amount shall be made on March 31, 1982 in cash or by certified or bank cashier’s check or bank wire transfer. Appellants contend, inter alia, that the above paragraph, critical to a resolution of the lawsuit, is confusing. More specifically, it is argued that the first word “Buyers” is defined elsewhere in the agreement, but that definition does not apply, contrary to the trial court’s interpretation, to the phrase “any member(s) of the group purchasing FNB Stock,” and further that the word “they” has no intelligible reference to previously defined persons or entities. We agree that important language in the contract, construction of which is disputed, is reasonably susceptible to more than one interpretation. An issue of fact is thus presented which cannot be resolved by summary judgment. See Quayside Associates, Ltd. v. Harbour Club Villas Condominium Association, Inc., 419 So. 2d 678, 679 (Fla. 3d DCA 1982).
Reversed and remanded.
HENDRY, J., dissents.
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Citator
Cited By
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Langner v. Charles A. Binger, Inc., 503 So. 2d 1362 (Fla. 3d DCA 1987)…Villas Condominium Assoc., 419 So. 2d 678, 679 (Fla. 3d DCA 1982) (citations omitted); Metropolitan Dade County v. Resources Recovery Constr. Corp., 462 So. 2d 570 (Fla. 3d DCA 1985); John Alden Life Ins. Co. v. [*1364] Home State Fin. Servs. Inc., 448 So. 2d 45 (Fla. 3d DCA 1984); see Hoffman v. Terry, 397 So. 2d 1184 (Fla. 3d DCA 1981). We agree with Langner that the contract is not unequivocally clear and susceptible to but one interpretation, namely that provided by the trial court. The language in the…
Authorities Cited
- Quayside Assocs., Ltd. v. Harbour Club Villas Condo. Ass'n, Inc., 419 So. 2d 678 (Fla. 3d DCA 1982)