WARREN R. BEANS, ROBERT L. BEANS AND BAY PLUMBING COMPANY, INC., APPELLANTS,
v.
JAMES P. CHOHONIS, JR., APPELLEE

Fla. 3d DCA | 1999-07-07
Nos. 98-2239, 98-1582, 98-10
Before LEVY, GODERICH, and FLETCHER, JJ.
740 So. 2d 65 Florida District Court of Appeal, Third District (1999) Caution
Cited by 46 cases

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Holding

The court held that the phrase 'leave the employment... for any reason' in a stock transfer agreement unambiguously includes involuntary termination.


Headnotes

[1] Contractual language must be interpreted according to its plain and ordinary meaning, without resort to parol evidence, unless the contract itself defines terms different…

[2] The word "leave" in a contractual provision concerning departure from employment encompasses both voluntary and involuntary terminations.

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Facts & Procedural History

A father agreed to transfer stock in his company to his son and son-in-law over ten years, with a provision requiring return of gifted stock if they l…

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Opinion of the Court
PER CURIAM.

PER CURIAM.

Warren R. Beans, Robert L. Beans, and Bay Plumbing Company, Inc. [Bay Plumbing], defendants below, appeal final judgments for damages, attorney’s fees, and costs, entered against them in an action for breach of contract brought by plaintiff, James P. Chohonis, Jr. Chohonis cross-appeals from the judgment awarding him attorney’s fees, contending the trial court committed various errors which resulted in an insufficient award. We reverse the judgments.1

Warren Beans, the founder and sole owner of Bay Plumbing entered into an agreement with his son, Robert L. Beans, and his son-in-law, Chohonis, both of whom were employees of Bay Plumbing. The agreement provided essentially for Warren Beans to transfer his entire stock in the company, one-half each to Robert and Chohonis by the end of ten years, the transferrals to be made incrementally. However, the agreement contains a proviso which forms the basis for this litigation:

“If James P. Chohonis, Jr. or Robert L. Beans should leave the employment of Bay Plumbing Co., Inc. for any reason during the period of ten (10) years from the date of this agreement, they agree to return the stock acquired by gift to the giver.”

Approximately six years into the agreement Warren Beans gave written notice terminating Chohonis’ employment.2 Pursuant to the stock return provision of the agreement Warren Beans subsequently demanded that Chohonis return all stock which had to that date been transferred to him. Chohonis then filed this action setting forth claims for specific performance of the stockholder agreement, breach of the stockholder agreement, unpaid wages, quantum meruit, and access to documents under section 607.160, Florida Statutes (1995). Bay Plumbing counterclaimed for an accounting, breach of the stockholder agreement, unjust enrichment, fraud and declaratory relief.

Prior to trial the parties requested the trial court to construe the agreement to determine whether or not the “leave the employment ... for any reason” language included both voluntary and involuntary terminations of employment. Bay Plumb ing contended that an involuntary leaving of employment was intended to be included within the language’s meaning thus requiring Chohonis to return the stock. Cho-honis, of course, took, the opposite view. The trial court concluded that the wording was ambiguous and allowed parol evidence in regard to its meaning. Ultimately Cho-honis prevailed on his claims.

We conclude that in declaring the contract language ambiguous the trial court departed from the principle of contract interpretation which requires that the words used by the parties must be given their plain and ordinary meaning.3 See e.g. Rupp Hotel Operating Co. v. Down, 158 Fla. 541, 29 So. 2d 441 (1947); Pol v. Pol, 705 So. 2d 51 (Fla. 3d DCA 1997), cert. denied, 717 So. 2d 536 (Fla.1998); Specialty Restaurants Corp. v. City of Miami 501 So. 2d 101 (Fla. 3d DCA 1987). One looks to the dictionary for the plain and ordinary meaning of words. City of Miami Beach v. Royal Castle System, Inc., 126 So. 2d 595 (Fla. 3d DCA 1961). The dictionaries we have reviewed make it clear that the word “leave” includes both voluntary and involuntary action. Indeed, the Oxford Encyclopedic English Dictionary, 814 (3d ed.1996), provides within its definition of “leave,” as an example of usage, “leave here.” Clearly “leave here” can include an order compelling someone to part involuntarily from the area.4 See also The American Heritage Dictionary of the English Language, 745 (8th ed.1979). The proviso’s language thus plainly means that whether Chohonis’ departure was voluntary or involuntary he is required to return the stock to Warren Beans.

As a consequence we reverse the three judgments under appeal and remand the cause to the trial court with instructions to enter judgment in favor of Warren Beans, Robert L. Beans, and Bay Plumbing Company, Inc. as to the claims of James P. Chohonis, Jr., and to have such further proceedings as are consistent herewith.

. The cross-appeal is rendered moot by our decision.

. The agreement in question is not an employment contract. Chohonis remained an "at will” employee, subject to termination at any time, for which he could not maintain an action. DeMarco v. Publix Super Markets, Inc., 360 So. 2d 134 (Fla. 3d DCA 1978), cert. denied, 367 So. 2d 1123 (Fla.1979).

. Unless the document in question contains a glossary of terms requiring a different meaning, Specialty Restaurants Corp. v. City of Miami, 501 So. 2d at 102, which is not the case here.

. “Leave here, and never see my daughter again!”, for example; a familiar refrain throughout the ages.


Cases With Similar Vibessemantic neighbors from the corpus


Citator

Cited By (25 total)

  • Garcia v. Fed. Ins. Co., 969 So. 2d 288 (Fla. 2007)
    …eferences commonly relied upon to supply the accepted meanings of words. See Gov’t Employees Ins. Co. v. Novak, 453 So. 2d 1116, 1118 (Fla.1984) (citing Webster’s Third New International Dictionary 11 (1966) to define “accident”); Beans v. Chohonis, 740 So. 2d 65, 67 (Fla. 3d DCA 1999) (“One looks to the dictionary for the plain and ordinary meaning of words.”). The phrase “with respect to” is defined as “concerning.” Merriam Webster’s Collegiate Dictionary 997 (10th ed.1993). The phrase “because of’ is defi…
  • Leisure Resorts, Inc. v. The City OF W. Palm Beach, 864 So. 2d 1163 (Fla. 4th DCA 2003)
    …as a whole and all language given effect, and where the language is clear and unambiguous, the contract should be enforced as it reads. Id. If ambiguous, the words of the contract should be given their plain and ordinary meaning. Beans v. Chohonis, 740 So. 2d 65, 67 (Fla. 3d DCA 1999) (citing Rupp Hotel Operating Co. v. Donn, 158 Fla. 541, 29 So. 2d 441 (1947)). We first consider Article XXX, Section 5 and conclude that the trial court erred in ruling that the provision requires unanimous City Commission a…
  • …S Refrigeration, Inc., 609 So. 2d 66, 68 (Fla. 4th DCA 1992); Bingemann v. Bingemann, 551 So. 2d 1228, 1231 (Fla. 1st DCA 1989). 2. Plain and ordinary meaning is often described as the meaning of words as found in the dictionary. Beans v. Chohonis, 740 So. 2d 65, 67 (Fla. 3d DCA 1999). Also, plain and ordinary meaning is the natural meaning that is most commonly understood in relation to the subject matter and circumstances of the case. Sheldon v. Tiernan, 147 So. 2d 167, 169 (Fla. 2d DCA 1962). 416.16 INT…

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