CUOMO TRADING, INC., ETC.
v.
WORLD CONTRACT S.R.L., ETC.
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This case involves a dispute over a final payment for goods sold and installed. The appellate court affirmed the trial court's judgment, finding that the buyer, who elected to keep the goods and perform the installation itself after the seller's breach, could not then use the seller's failure to install as a defense to avoid the final payment.
No, the buyer cannot use the seller's initial breach as a defense to avoid final payment if the buyer affirmed the contract by keeping the goods and performing the installation themselves, profiting from the services.
[1] An appellate court reviews a trial court's factual findings for competent, substantial evidence and its legal conclusions de novo.
[2] A party who accepts goods and performs the seller's contractual obligations, rather than terminating the agreement, affirms the contract.
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Join FLexlaw to unlock all legal intelligence“Concluding that the trial court’s factual findings1 are supported by competent, substantial evidence and that the lower court committed no legal error, we affirm.”
This quote establishes the appellate court's standard of review and its decision to affirm the lower court's judgment.
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Join FLexlaw to unlock all legal intelligenceSeller agreed to sell goods to Buyer and install them on Buyer's client's vessel at no charge. Seller failed to perform the installation. Buyer kept t…
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PER CURIAM.
Defendant below, Cuomo Trading, Inc., (“Buyer”), appeals a final judgment for plaintiff below, World Contract S.R.L. (“Seller”), rendered after a bench trial.
Concluding that the trial court’s factual findings1 are supported by competent, substantial evidence and that the lower court committed no legal error, we affirm. See Haas Automation, Inc. v. Fox, 243 So. 3d 1017, 1023 (Fla. 3d DCA 2018) (recognizing that, in its review of a judgment after a bench trial, an appellate court reviews the trial court’s findings of fact for competent, substantial evidence and the trial court’s purely legal conclusions de novo).
The parties’ agreement was evidenced, in part, by a series of invoices that Seller generated after shipping goods to Buyer. Seller was obligated to install the goods, at no charge, on a vessel belonging to Buyer’s client, but Seller failed to perform the installation work. Rather than terminate or otherwise repudiate the parties’ agreement, Buyer elected to keep the goods and perform the installation work itself. Buyer profited from this decision by charging its client for the installation services at a significant markup. When Seller sued Buyer for Buyer’s refusal to make the last installment payment due to Seller, Buyer asserted, as an affirmative defense, that it was justified in withholding the final payment because Buyer was entitled to repudiate the entire agreement based on Seller’s failure to perform the installation work.
The trial court rejected Buyer’s affirmative defense because Buyer had affirmed the parties’
agreement, kept the goods and not been damaged by Seller’s breach. Under the particular facts and circumstances of this case, we do not quarrel with the trial court’s legal conclusion and affirm the final judgment. See Forbes v. Prime Gen. Contractors, Inc., 255 So. 3d 448, 451 (Fla. 2d DCA 2018) (providing that, when faced with a breach of contract, the non-breaching party may treat the contract as void and seek to be restored to the position the party was in prior to entering into the agreement; alternately, the non-breaching party may affirm the agreement and be limited to being placed in the position the non-breaching party would be in had the contract been performed completely). Affirmed.
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Cited By
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B.W.B. v. State, 374 So. 3d 40 (Fla. 4th DCA 2023)
Authorities Cited
- Haas Automation, Inc. v. FOX, 243 So. 3d 1017 (Fla. 3d DCA 2018)
- James J. Forbes & FAY Annette Forbes v. Prime Gen. Contractors, Inc., 255 So. 3d 448 (Fla. 2d DCA 2018)