SUSAN ATKINS, INDIVIDUALLY AND D/B/A SUSANNA RAY, APPELLANT,
v.
STANLEY LITSINGER AND SUSAN LITSINGER, APPELLEES
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Susan Atkins sold her clothing boutique to the Litsingers under a non-compete clause restricting competition "on Sanibel Island." When Atkins opened a competing store on nearby Captiva Island, the Litsingers obtained a temporary injunction. The appellate court reversed, holding that the geographic restriction limits the non-compete covenant to Sanibel Island only, permitting Atkins' Captiva operation.
The appellate court held that the phrase "on Sanibel Island" operates as a geographic limitation on the non-compete covenant, restricting Atkins from competing only on Sanibel Island itself. Therefore, Atkins may operate a competing business on Captiva Island, as the covenant does not extend beyond Sanibel Island's geographic boundaries.
[1] A covenant not to compete is interpreted as a matter of law.
[2] The phrase "on Sanibel Island" in a non-compete agreement restricts the geographic location where competition is prohibited.
Previewing 2 of 4 headnotes on this case. FLexlaw’s editorially structured points of law — every proposition, pinpointed — are reserved for members.
Join FLexlaw to unlock all legal intelligence“The phrase "on Sanibel Island" operates geographically to limit where Atkins may engage in a competitive business.”
The court's central holding explaining that the non-compete restriction is geographically limited to Sanibel Island only.
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Join FLexlaw to unlock all legal intelligenceAtkins owned and operated a women's clothing boutique called "Oh' Susanna" on Sanibel Island, Florida. She sold the store to the Litsingers pursuant t…
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FRANK, Judge.
The appellant, Susan Atkins, owned a women’s clothing boutique named “Oh’ Susanna” located on Sanibel Island, Florida. She sold the store to the appellees, the Litsingers, pursuant to a contract containing the following language:
“Seller agrees not to directly or indirectly compete with Purchasers in the operation of a clothing and accessory boutique on Sanibel Island, Florida for a period of five (5) years from date of closing, except Seller shall have the right to continue her present business now located at 31 Periwinkle Place.... ”
Subsequent to the sale of “Oh’ Susanna” Atkins opened a store on Captiva Island. Approximately one year later, the Litsing-ers sought and procured a temporary injunction claiming that the operation of the Captiva store violated the non-compete language in the agreement. The trial court granted a temporary injunction. Atkins unsuccessfully attempted to achieve dissolution of the injunction. A second effort at dissolution was fruitless.
The interpretation of the covenant not to compete is a matter of law for resolution by the trial court. Folwell v. Bernard, 477 So. 2d 1060 (Fla. 2d DCA 1985), rev. denied, 486 So. 2d 595 (Fla.1986). Upon review we are empowered to undertake an assessment of the covenant’s meaning. Hartford Insurance Company of the Southeast v. City of Sanibel, 500 So. 2d 581 (Fla. 2d DCA 1986). We conclude the trial court was incorrect in its perception of the restrictive language.
The phrase “on Sanibel Island” operates geographically to limit where Atkins may engage in a competitive business. The words cannot reasonably be understood, as the Litsingers urge, simply to describe the location of the boutique they purchased from Atkins. The Litsingers’ and the trial court’s view of the language results in a covenant not to compete without any geographic constraint. Giving the covenant the plain meaning we find within its terms, Atkins may not create another business on Sanibel Island which competes with the Lit-singers’ boutique with the exception that Atkins may, of course, continue to operate the existing boutique at 31 Periwinkle Place on Sanibel Island.
The trial court’s order denying Atkins’ motion to dissolve the temporary injunction is reversed; we remand for the entry of an order dissolving the injunction and the conduct of further proceedings which may include Atkins seeking to invoke the relevant provisions of rule 1.610(b) of the Florida Rules of Civil Procedure.
RYDER, A.C.J., and BOARDMAN, EDWARD F. (Ret.), J., concur.
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Emergency Assocs. OF Tampa, P.A. v. Joseph A. Sassano, D.O., 664 So. 2d 1000 (Fla. 2d DCA 1995)…ing that although the interpretation of a covenant not to compete is a matter of law to be resolved by a trial court, an appellate court is nevertheless empowered to undertake an independent assessment of the covenant’s meaning. Atkins v. Litsinger, 513 So. 2d 178 (Fla. 2d DCA 1987). Thus, we are not restricted in our ability to reassess the meaning and effect of the parties’ noncompetition agreement and to reach a conclusion which differs from that of the trial court. Angell v. Don Jones Ins. Agency, Inc., 6…
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Fla. Mining & Materials Corp. v. Standard Gypsum Corp., 550 So. 2d 47 (Fla. 2d DCA 1989)…of such consequential damages by a seller. The construction of the terms of an unambiguous contract is a question of law for the court. Peacock Construction Co, Inc. v. Modern Air Conditioning, Inc., 353 So. 2d 840 (Fla.1977); Atkins v. Litsinger, 513 So. 2d 178 (Fla. 2d DCA 1987); Neu-mann v. Brigman, 475 So. 2d 1247 (Fla. 2d DCA 1985); Reliance Insurance Co. v. Brickenkamp, 147 So. 2d 200 (Fla. 2d DCA 1962). As such, this court is on an equal footing with the trial judge as an interpreter of the contract…
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Cushman & Wakefield OF Fla., Inc. v. Marnie Ruth Williams, 551 So. 2d 1251 (Fla. 2d DCA 1989)…es. The terms of this contract are unambiguous. The construction of the terms of an unambiguous contract is a question of law for the court. Peacock Constr. Co., Inc. v. Modern Air Conditioning, Inc., 353 So. 2d 840 (Fla.1977); Atkins v. Litsinger, 513 So. 2d 178 (Fla. 2d DCA 1987); Reliance Ins. Co. v. Brickenkamp, 147 So. 2d 200 (Fla. 2d DCA 1962). As such, this court is on an equal footing with the trial judge as an interpreter of the contract because that interpretation is based solely on the written doc…
Previewing 3 of 6 citing cases — full citator treatment, depth of discussion, and citing context are member features.
Join FLexlaw to unlock all legal intelligenceAuthorities Cited
- Folwell v. Bernard, 477 So. 2d 1060 (Fla. 2d DCA 1985)
- Hartford Ins. Co. of the Se. v. City OF Sanibel, 500 So. 2d 581 (Fla. 2d DCA 1986)