MARTIN DAYTONA CORPORATION, ET AL., APPELLANT,
v.
STRICKLAND CONSTRUCTION SERVICES, ETC., ET AL, APPELLEE
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Martin Daytona Corporation appealed an order staying arbitration of a payment dispute with Strickland Construction Services. The trial court had invalidated the subcontract based on Martin Daytona's failure to separately register and license its fictitious name "Martin Masonry" under Florida contractor licensing law. The appellate court reversed, holding that a subsequent legislative amendment clarified that such failure does not render a contractor unlicensed under section 489.128.
The court held that a contractor's failure to register or obtain a license under its fictitious name does not render it unlicensed for purposes of section 489.128, Florida Statutes, and therefore does not invalidate the contract or bar arbitration. The legislative amendment to section 489.128(1)(b) clarified this principle and applies retroactively.
[1] Contracts entered into by a contractor who fails to obtain or maintain a license are unenforceable in law or in equity.
[2] Failure to separately register and license a fictitious business name does not render a contract unenforceable under section 489.128, Florida Statutes.
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“As a matter of public policy, contracts entered into on or after October 1, 1990, and performed in full or in part by any contractor who fails to obtain or maintain a license in accordance with this part shall be unenforceable in law or in equity.”
The original version of section 489.128 that the trial court applied to invalidate the contract
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Join FLexlaw to unlock all legal intelligenceMartin Daytona Corporation, doing business as Martin Masonry, entered into a construction subcontract with Strickland Construction Services that conta…
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THOMPSON, J.
Martin Daytona Corporation (“Martin Daytona”), doing business as Martin Masonry Company (“Martin Masonry”), appeals an order granting Strickland Construction Services Corporation’s (“Strickland”) motion to stay arbitration. We reverse.
Martin Daytona, doing business as Martin Masonry, entered a construction subcontract with Strickland. When Strickland allegedly failed to pay the remaining amount owed, Martin Daytona, doing business as Martin Masonry, filed suit. The subcontract between Strickland and Martin Masonry contained an arbitration clause. In response to the complaint, Strickland moved to stay or abate arbitration, arguing that the contract and its arbitration clause were unenforceable. Strickland alleged that Martin Daytona entered the subcontract under the fictitious name of Martin Masonry, but that contrary to Chapter 489, the fictitious name was not separately registered and licensed. Strickland argued that because Martin Daytona had failed to separately register and license its fictitious name, the contract was unenforceable pursuant to section 489.128, Florida Statutes.
At the time of the hearing, section 489.128 provided:
As a matter of public policy, contracts entered into on or after October 1, 1990, and performed in full or in part by any contractor who fails to obtain or maintain a license in accordance with this part shall be unenforceable in law or in equity.
The trial court agreed with Strickland and granted the motion to stay arbitration based on Martin Daytona’s failure to obtain a license and register under its fictitious name.
After the briefs were filed in this case, the legislature modified section 489.128 to add subsection 489.128(l)(b):
For purposes of this section, an individual or business organization shall not be considered unlicensed for failing to have an occupational license certificate issued under the authority of chapter 205. A business organization shall not be considered unlicensed for failing to have a certificate of authority as required by ss. ¿89.119 and 489.127.
(emphasis supplied). This subsection clarifies that a company’s failure to register or to obtain a license under its fictitious name does not invalidate the contract. See Promontory Enterprises, Inc. v. Southern Engineering & Contracting, Inc., 864 So. 2d 479 (Fla. 5th DCA 2004). Moreover, this subsection applies retroactively. Id. Martin Daytona’s failure to register and obtain a license under its fictitious name did not render it unlicensed for the purposes of section 489.128.1
The order staying arbitration is REVERSED.
PALMER and MONACO, JJ., concur. . Strickland cites R.A.M. of South Florida, Inc. v. WCI Communities, Inc., 869 So. 2d 1210 (Fla. 2d DCA 2004), but we conclude that RAM. does not apply in the instant case. As pointed out in footnote 4 of the opinion, RAM. does not involve subsection 489.128(l)(b).
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The Dist. Bd. OF Trs. v. Morgan, 890 So. 2d 1155 (Fla. 5th DCA 2004)…seems clear that the legislature never intended the absence of a certificate of authority manda-torily to invalidate contracts, provided the building professionals involved are licensed. See Martin Daytona Corp. v. [*1160] Strickland Constr. Servs., 881 So. 2d 686 (Fla. 5th DCA 2004). Finally, we note that the College sought and received damages for fraudulent inducement. The fraud alleged was the misrepresentation of the architects about their business relationship. Consistent with the proposition that frau…
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Orange Cnty. Bldg. Codes v. Strickland Constr. Servs. Corp., 913 So. 2d 718 (Fla. 5th DCA 2005)…EY’S FEES QUASHED; REMANDED. SAWAYA, J., concurs. SHARP, W., J., concurs specially, with opinion. . Martin and Strickland also litigated another issue that previously reached this court in Martin Daytona Corp. v. Strickland Construction Services, 881 So. 2d 686 (Fla. 5th DCA 2004). This court held that failure to register a fictitious name does not invalidate the underlying contract under section 489.128(l)(b), Florida Statutes (2003). . Section 489.113 specifies the qualifications of a statewide contract…
Authorities Cited
- R.A.M. OF S. Fla., Inc. v. WCI Cmtys., Inc., 869 So. 2d 1210 (Fla. 2d DCA 2004)
- Promontory Enters., Inc. v. S. Eng'g & Contracting, Inc., 864 So. 2d 479 (Fla. 5th DCA 2004)