REPUBLIC SERVICES, INC., APPELLANT/CROSS-APPELLEE,
v.
EUGENE CALABRESE, APPELLEE/CROSS-APPELLANT
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Republic Services appealed a trial court judgment in a contract dispute involving a stock purchase agreement and guarantees. The appellate court affirmed the judgment in all respects except reversed and remanded the calculation of pre-judgment interest, holding that the parties' contractually specified LIBOR-based rate should apply instead of the statutory default rate.
The court held that when parties have explicitly agreed to a specific interest rate in their contract, that contractually agreed rate governs the calculation of pre-judgment interest, rather than the statutory default rate, which applies only when the contract is silent on the matter.
[1] A contract's plain language is the best evidence of the parties' intent regarding interest rates.
[2] When a contract specifies an interest rate, that rate governs over the statutory rate, even if the statutory rate is higher.
Previewing 2 of 3 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 intention of the parties generally governs the interpretation of contracts.”
Establishes the foundational principle that contract interpretation focuses on party intent.
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Join FLexlaw to unlock all legal intelligenceThe case involved a stock purchase agreement for the sale of certain businesses and land, along with guarantees made by the seller. The contract speci…
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MONACO, J.
This case involves a stock purchase agreement for the sale of certain businesses and land, as well as guarantees made by the seller. The trial court heard extensive testimony and considered the evidence adduced before it, and we lend the appropriate deference to the considered decision of the fact finder. After careful review of the record, we affirm the final judgment in all respects except one.
The trial court awarded pre-judgment interest to the appellee, Eugene Calabrese. The court calculated part of this amount by applying the statutory rate of interest, pursuant to section 687.01, Florida Statutes (2005). Here, however, the contract that was the subject of the law suit specifically called for such interest to be calculated at an annual rate equal to LIBOR1, less fifty basis points. The LIBOR rate in this instance is smaller than the statutory rate.
The intention of the parties generally governs the interpretation of contracts. See Gables v. Choate, 792 So. 2d 520, 523 (Fla. 3d DCA 2001), review denied, 817 So. 2d 852 (Fla.2002). The best evidence of the intention of contracting parties is to be found in the plain language of the contract. See Whitley v. Royal Trails Prop. Owners’ Ass’n, Inc., 910 So. 2d 381, 383 (Fla. 5th DCA 2005). As the parties agreed to use the LIBOR rate, that is the rate that should govern. Moreover, section 687.01 specifically says that the statutory rate applies when the contract is silent on the matter. As the parties addressed this matter, their intention should be given effect. See Maryland Cas. Co. v. Fla. Produce Distribs., Inc., 498 So. 2d 1383 (Fla. 5th DCA 1986); see also Apache Group, Inc. v. Ronald S. Friedman, CPA, P.A., 935 So. 2d 539 (Fla. 3d DCA 2006).
Accordingly, we affirm the final judgment in all respects except for the calculation of interest. We reverse the amount awarded as interest to the appellee, and remand for recalculation of interest at the contract rate in accordance with this opinion.
AFFIRMED in part, REVERSED in part, and REMANDED.
PLEUS, C.J. and TRAYNOR, J. M., Associate Judge., concur. . London Interbank Offering Rate.
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Dslrpros, Inc. v. Eyal Lalo, 339 So. 3d 379 (Fla. 3d DCA 2021)…(“In all cases where interest shall accrue without a special contract for the rate thereof, the rate is the rate provided for in s. 55.03.”). This default rule, of course, may be modified by contract. See, e.g., Republic Srvs., Inc. v. Calabrese, 939 So. 2d 225, 226 (Fla. 5th DCA 2006) (“[T]he statutory rate applies when the contract is silent on the matter.”). “However, in order for a contract rate to apply in lieu of the statutory rate, the contract must actually provide for a specific post- maturity/…
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Schlechter v. Arcpe Bahamas, LLC (Fla. 5th DCA 2025)…the rate thereof, the rate is the rate provided for in s. 55.03.”); DSLRPros, Inc. v. Lalo, 339 So. 3d 379, 383 (Fla. 3d DCA 2021) (“[T]he statutory rate applies when the contract is silent on the matter.” (quoting Republic Srvs., Inc. v. Calabrese, 939 So. 2d 225, 226 (Fla. 5th DCA 2006))). Prejudgment interest is often a simple mathematical calculation. See Argonaut Ins. Co. v. May Plumbing Co., 474 So. 2d 212, 215 (Fla. 1985) (“Once a verdict has liquidated the damages as of a date certain, computation o…
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Grovehurst Homeowners Ass'n, Inc. v. Stone Crest Master Ass'n, Inc. (Fla. 6th DCA 2023)…’s provisions.” Retreat at Port of Islands, LLC v. Port of Islands Resort Hotel Condo. Ass’n, 181 So. 3d 531, 533 (Fla. 2d DCA 2015). The parties’ intention governs contract construction and interpretation. See Republic Servs., Inc. v. Calabrese, 939 So. 2d 225, 226 (Fla. 5th DCA 2006). The best evidence of intent is the contract’s plain language. Gendzier v. Bielecki, 97 So. 2d 604, 608 (Fla. 1957). Where this language, as here, is clear and unambiguous, we look only to the plain meaning of the words in…
Previewing 3 of 8 citing cases — full citator treatment, depth of discussion, and citing context are member features.
Join FLexlaw to unlock all legal intelligenceAuthorities Cited
- Hoyte S. Whitley and Martha R. Whitley v. Royal Trails Prop. Owners' Ass'n, Inc., 910 So. 2d 381 (Fla. 5th DCA 2005)
- Md. Cas. Co. v. Fla. Produce Distribs., Inc., 498 So. 2d 1383 (Fla. 5th DCA 1986)
- The Gables v. Choate, 792 So. 2d 520 (Fla. 3d DCA 2001)
- Apache Grp., Inc. v. Ronald S. Friedman, CPA, P.A., 935 So. 2d 539 (Fla. 3d DCA 2006)