LEONARD PARKER COMPANY, APPELLANT,
v.
SPV PARTNERS, ETC., ET AL., APPELLEES
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.
A purchasing agent sought reimbursement from its principal for sales taxes the agent paid after a state audit, claiming the principal had contractually agreed to pay all taxes. The court reversed summary judgment favoring the principal, holding that the explicit contractual language obligating the principal to pay taxes governed the parties' rights and obligations.
The court held that the explicit contractual language requiring appellees to pay all taxes governs the parties' rights and obligations. Although Florida Statutes generally place the burden of uncollected sales tax on the dealer who fails to collect it, the parties' written agreement specifically obligated appellees to pay all taxes, making summary judgment improper.
[1] The rights and obligations of contracting parties are determined by the terms of their agreement.
[2] A purchaser may contractually obligate itself to pay sales taxes that a dealer fails to collect.
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 burden for paying an uncollected sales tax is by statute on the dealer who fails to collect the tax at the time of a sale”
Establishes the statutory default rule under Florida law, cited by appellees from Donoghue v. Wallach
Previewing 1 of 3 key quotes on this case — the court’s exact language, pinpointed for members.
Join FLexlaw to unlock all legal intelligenceIn June 1984, Leonard Parker Company entered into a written agent agreement with Py-Vavra whereby Parker would contract for work and furnishings on Pa…
The full statement of facts, procedural history, and disposition for this case are member content.
Join FLexlaw to unlock all legal intelligence© FLexlaw, Inc. — AI-generated enrichments are proprietary. All rights reserved.
Explore caselaw by topic → Browse Breach Of Contract Interpretation cases and more on FLexlaw
PER CURIAM.
A purchasing agent claiming breach of contract seeks reversal of the summary judgment granted in the purchasers’ favor. We reverse.
In June 1984, Leonard Parker Company entered into a written agent agreement with appellee Py-Vavra. The agreement provided that Parker would contract for work, furniture, and furnishings on Parker purchase order forms for the account of appellees with appellees to pay the costs of freight, delivery, redelivery, warehousing, installation, and sales, use, or other taxes. Subsequent to the agreement, appellee Expo was formed and assumed all Py-Vav-ra’s contract obligations. Parker’s performance was completed in 1987. In 1989, the Florida Department of Revenue conducted a sales tax audit of Parker and discovered sales tax of $134,640.29 was not paid for Expo merchandise. Parker, confessing a computer error, paid that amount plus interest and penalties and sought reimbursement of the sales tax amount from Expo. Expo claimed no payment was due and Parker brought this breach of contract action.
Appellees, citing Donoghue v. Wallach, 455 So. 2d 1085 (Fla. 2d DCA 1984), correctly observe that under section 212.07(2), Florida Statutes (1989), the burden for paying an uncollected sales tax is by statute on the dealer who fails to collect the tax at the time of a sale. However, Donoghue did not involve an agreement in which a purchaser explicitly obligated itself to pay all taxes. The rights and obligations of contracting parties are determined by the terms of their agreement. Brown v. North St. Lucie River Drainage Dist., 152 Fla. 107, 10 So. 2d 910 (1942); National Health Laboratories, Inc. v. Bailmar, Inc., 444 So. 2d 1078 (Fla. 3d DCA), review denied, 453 So. 2d 43 (Fla.1984). In the instant case, if no contractual provision had stated otherwise, Parker may have been held solely liable for the tax. Because, however, appellees specifically assumed that obligation, we need look no further than the contract itself to determine that summary judgment was improperly granted appellees.
Accordingly, the order granting summary judgment is reversed and remanded for further proceedings.
Cases With Similar Vibessemantic neighbors from the corpus
Citator
Cited By
-
Advanced Mobilehome Sys. OF Tampa, Inc. v. Alumax Fabricated Prods., Inc., 666 So. 2d 166 (Fla. 2d DCA 1995)…; Donoghue. Alumax contends that the analysis of this issue does not end with the statute because Advanced Systems agreed to pay any sales tax subsequently levied. In support of this proposition, it directs us to Leonard Parker Co. v. SPV Partners, 582 So. 2d 642 (Fla. 3d DCA 1991). In that case, as here, the seller, through a computer error, failed to collect the sales tax. The seller paid the tax owing and sought reimbursement from the buyer. The lower court granted summary judgment in the buyer’s favor. T…
-
Structural Steel, Inc. v. Owen Joist OF Fla., Inc., 581 So. 2d 951 (Fla. 1st DCA 1991)…e present action ensued. Section 212.07(2), Florida Statutes,1 specifically places the burden for payment of uncollected sales tax on the dealer who neglects to collect the tax at the time of the [*952] sale. Leonard Parker Company v. SPV Partners, 582 So. 2d 642 (Fla. 3d DCA 1991). In Donoghue v. Wallach, 455 So. 2d 1085 (Fla. 2d DCA 1984), the court held that a “seller, by failing to collect the sales taxes and to separately state the amount of the taxes, waived any right to later recover the amount of the…
-
W & C Assocs., Ltd. v. Prime Hospitality Corp., 802 So. 2d 1165 (Fla. 3d DCA 2001)…PER CURIAM. Affirmed. See Leonard Parker Co. v. SPV Partners, 582 So. 2d 642 (Fla. 3d DCA 1991).…
Authorities Cited
- Nat'l Health Labs., Inc. v. Bailmar, Inc., 444 So. 2d 1078 (Fla. 3d DCA 1984)
- Donoghue v. Wallach, 455 So. 2d 1085 (Fla. 2d DCA 1984)
- Brown v. N. ST. Rucie River Drainage Dist., 152 Fla. 107 (Fla. 1942)
- Carlton v. Marx, 152 Fla. 106 (Fla. 1942)