METROPOLITAN DADE COUNTY, A POLITICAL SUBDIVISION OF THE STATE OF FLORIDA, APPELLANT,
v.
WORSHAM BROTHERS CO., INC., ETC., ET AL., APPELLEES

Fla. 3d DCA | 1990-06-26
No. 89-2799
Before BARKDULL, JORGENSON and LEVY, JJ.
563 So. 2d 1107 Florida District Court of Appeal, Third District (1990) Positive Treatment
Cited by 3 cases

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Synopsis

Dade County appealed a summary judgment in favor of Worsham Brothers in a breach of contract dispute over a port facility construction project. The court reversed and remanded, holding that while the contract's limitation of remedies clause was generally enforceable, genuine issues of material fact existed regarding whether the County intentionally prevented Worsham from commencing construction on time, which would vitiate the limitation.


Holding

The court held that while limitation of remedy provisions are enforceable if mutual, unequivocal, and reasonable, such limitations do not apply when one party intentionally prevents the other party's performance. Because genuine issues of material fact existed regarding whether the County acted in bad faith to prevent construction commencement, summary judgment was improper and the case must proceed to trial.


Headnotes

[1] A contractual limitation of remedy or liability provision is enforceable if it is mutual, unequivocal, and reasonable.

[2] A party's bad faith or intentional hindrance of the other party's performance may render a limitation of remedy provision unenforceable.

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Key Quotes

“It is well settled that courts of this state will uphold any limitation of remedy or liability provision in a contract as long as the limitation is mutual, unequivocal and reasonable.”

Establishes the general rule for enforcement of limitation of remedies clauses in Florida

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Facts & Procedural History

In July 1985, Dade County entered into a Ground Lease and Agreement for Development with Worsham for construction of a passenger port facility at the …

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Opinion of the Court
PER CURIAM.

PER CURIAM.

Dade County appeals from an order of final summary judgment entered for Wors-ham Brothers Co., Inc., et al. [Worsham], in a breach of contract action. For the following reasons, we reverse and remand.

In July, 1985, Dade County entered into a Ground Lease and Agreement for Development (the “Agreement”) for the construction of a passenger port facility at the Port of Miami with Worsham. Under the Agreement, as amended, Worsham was required to commence construction of the port facilities by March 1, 1987. Failure to commence construction on time constituted default. The agreement further provided at section 6.9 that “[notwithstanding remedies that may otherwise be available to the County upon an Event of Default ..., the County shall be limited to the remedy of terminating this lease if construction of the Port Facilities is not commenced by Janu ary 10, 1986,1 and upon such termination neither party shall have any further liability to the other party.”

On March 5, 1987, the County terminated the Agreement alleging failure to commence construction on or before March 1, 1987. Thereafter, Arquitectónica International Corp. sued Worsham for services rendered in connection with the port project. Worsham filed a third-party complaint against the County alleging, inter alia, that the County intentionally caused delays so that construction could not be commenced on time. In addition, Worsham alleged that the above “limitation of remedies” language in the Agreement was unreasonable. The County counterclaimed and cross-claimed against Worsham seeking damages for breach of contract.

Both sides moved for summary judgment on their respective pleadings. The trial court granted Worsham’s motion, determining that the County’s only remedy was termination of the contract. The County’s motion was denied.

It is well settled that courts of this state will uphold any limitation of remedy or liability provision in a contract as long as the limitation is mutual, unequivocal and reasonable. See Eller & Co., Inc. v. Galapagos Line, S.A., 493 So. 2d 1061 (Fla. 3d DCA 1986), rev. denied sub nom, Assuranceforeningen Gard v. Eller & Co., Inc., 504 So. 2d 766 (Fla. 1987); Greenstein v. Greenbrook, Ltd., 413 So. 2d 842 (Fla. 3d DCA 1982). Here, the parties expressly agreed that upon termination of the agreement “neither party shall have further liability to the other party." Under normal circumstances, the above provision would apply equally to both sides. However, if the County was at fault for preventing Worsham from commencing construction on time,2 we will not restrict Worsham to the limitations provision of section 6.9. See Sperling v. Davie, 41 So. 2d 318 (Fla.1949) (court would not restrict purchaser to recovery of amount paid, where breach solely the result of seller’s bad faith).

In entering final summary judgment, the trial court has precluded the County from enforcing the contractual limitations provision against Worsham. However, because we find that the limitations provision is enforceable against Worsham unless the County was at fault for the nonperformance and because the record discloses genuine issues of material fact on this issue, entry of summary judgment was error. Accordingly, the final summary judgment is reversed and the cause remanded for further proceedings consistent with this opinion. If on remand the County is found to have acted in good faith, section 6.9 of the Agreement shall apply equally to all parties.

Reversed and remanded for further proceedings.

. The Agreement was amended on November 11, 1986, extending the construction commencement date until March 1, 1987.

. The County has an implied obligation not to hinder or obstruct Worsham’s performance. See Gulf Am. Land Corp. v. Wain, 166 So. 2d 763 (Fla. 3d DCA 1964); Champagne-Webber, Inc. v. City of Ft. Lauderdale, 519 So. 2d 696 (Fla. 4th DCA 1988).


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Citator

Cited By

  • Cessna Aircraft Co. v. Avior Techs., Inc., 990 So. 2d 532 (Fla. 3d DCA 2008)
    …orders executed between Cessna and Avtech (for itself and Avior) contain a provision limiting Cessna’s liability, a standard remedy limitation under the Uniform Commercial Code. See § 672.719, Fla. Stat. (1999); Metro. Dade County v. Worsham Bros., 563 So. 2d 1107, 1108 (Fla. 3d DCA 1990).5 Avtech and Avior have held themselves out to be agent and principal, respectively, throughout the underlying litigation, and whatever claims Avtech may have had were assigned to Avior in any event. But having alleged in t…
    1 / 2
  • Amoco Oil Co. v. Gomez, 125 F. Supp. 2d 492 (S.D. Fla. 2000)
    …ease. That is, if Amoco had maintained the fuel pumps in proper working order, Gomez would not have closed down and abandoned the gas station because she would have been making a profit. See Metropolitan Dade County v. Worsham Bros. Co., Inc., 563 So.2d 1107, 1107-08 (Fla. 3d DCA 1990) (holding that genuine issue of material fact as to whether plaintiff intentionally caused delays that prevented defendant from completing contract on time prevented plaintiff from enforcing contractual limitations provisi…

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