GANNON CONSTRUCTION & DESIGN COMPANY, APPELLANT,
v.
JACK MCKEON, APPELLEE
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Gannon Construction appeals a judgment awarding Jack McKeon a percentage fee on reconstruction estimates for properties owned by Gannon Companies. The court reverses and remands, finding the contract language 'brings to contract' is ambiguous and requires extrinsic evidence to interpret.
The phrase 'brings to contract' is ambiguous and susceptible to multiple reasonable interpretations. The trial court erred in finding no ambiguity and ruling as a matter of law that the January 1993 written document constituted the relevant contractual moment. The case must be remanded for the trial court to receive and consider extrinsic evidence to clarify the parties' intended meaning.
[1] A contract is ambiguous when its terms are susceptible to different reasonable constructions.
[2] When a contract is found to be ambiguous, extrinsic evidence must be considered to clarify the parties' intent.
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Join FLexlaw to unlock all legal intelligence“We conclude that the words, 'brings to contract,' especially in the context of McKeon's fee agreement, are susceptible to different constructions: one could conclude therefrom that a job would be brought to contract when an oral agreement was reached; or when the parties performed work pursuant to an oral agreement; or when the parties memorialized an oral agree[ment] on a completed job with a written document; or when a written contract was entered into prior to any work being done on the job.”
Establishes that 'brings to contract' is ambiguous and has multiple reasonable interpretations
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Join FLexlaw to unlock all legal intelligenceFollowing Hurricane Andrew in August 1992, Gannon Construction formed a Florida office to repair damaged properties. Jack McKeon was hired as an estim…
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FLETCHER, Judge.
Gannon Construction and Design Company [Gannon Construction] appeals a final judgment awarding Jack McKeon monetary damages based on the trial court’s construction of a contract between the parties. We reverse and remand for further proceedings.
When Hurricane Andrew struck in August, 1992, it severely damaged a number of apartment complexes in Dade County owned or co-owned by Gannon Companies, based in St. Louis, Missouri. Gannon Companies immediately sent employees to Florida and formed a Florida office of Gannon Construction, staffing it with employees and contractors who started repairing Gannon Companies’ properties. As to the properties jointly owned, it was agreed by the co-owners that Gannon Construction would do the reconstruction and accept as full payment whatever the insurance proceeds turned out to be. Although this arrangement with the co-owners was made and operations began pursuant to it a few days after Labor Day, September 1, 1992, it was not reduced to writing until January, 1993.
Gannon Construction quickly assembled a staff of estimators to make the initial repair estimates. Having put together its staff, Gannon Construction saw an opportunity and set out to obtain jobs repairing other properties than those owned or eo-owned by it. Among the staff estimators was the appellee Jack McKeon, who was hired on September 23, 1992, although his employment agreement was not reduced to writing until December 1992. Pursuant to this agreement, McKeon was to be paid a bi-weekly fee of a fixed amount as well as additional fees based on percentages of estimates, including:
“A fee of 1% of the final adjusted estimated cost of any job that the Consultant [McKeon] or Company [Gannon Construction] brings to contract on a project estimated by the Consultant [McKeon], payable when Company receives the first payment.”
(Emphasis supplied).
Between December, 1992 and mid-April, 1993, McKeon estimated the scope and cost of reconstruction work both for Gannon Companies’ properties and for properties owned by others. In April, 1993, there arose a dispute over the language of McKeon’s contract with Gannon Construction: McKeon requested that he be paid not only the percentage fee for his estimating work on properties not owned by Gannon Companies, but also for properties owned by Gannon Companies. MeKeon’s position was that as Gannon Companies’ properties were brought to contract with Gannon Construction (by the written contract signed in January, 1993), and as the reconstruction cost was estimated by McKeon, he was entitled to a fee therefor. Gannon Construction disagreed, chiefly on the basis that the Gannon Companies’ jobs were brought to contract (oral) in September, 1992, prior to McKeon’s being hired.
The disagreement was carried into the legal arena where the trial court was faced with determining the intended meaning of the fee agreement, particularly in relation to the use of the words “brings to contract.” After concluding that there was no ambiguity, the trial court determined that the Gan-non Companies’ properties had been brought to contract when the written document was signed in January, 1993, after McKeon was hired. It further concluded that, as McKeon had performed estimating work on the Gan-non Companies’ properties, he was entitled to his requested fee. The trial court entered final judgment for McKeon.
We conclude that the words, “brings to contract,” especially in the context of McKeon’s fee agreement, are susceptible to different constructions: one could conclude therefrom that a job would be brought to contract when an oral agreement was reached; or when the parties performed work pursuant to an oral agreement; or when the parties memorialized an oral agree ment on a completed job with a written document; or when a written contract was entered into prior to any work being done on the job. No clear answer comes from the document itself.
As the agreement between McKeon and Gannon Construction is ambiguous, it needs to be clarified by the trial court’s receiving and considering extrinsic evidence to explain the ambiguity. Friedman v. Virginia Metal Prods. Corp., 56 So. 2d 515 (Fla.1952). Accordingly, the final judgment is reversed and the cause remanded for proceedings consistent herewith.
Reversed and remanded.
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