TORWEST, INC., APPELLANT,
v.
KEVIN J. KILLILEA, APPELLEE
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The court held that the contract's fee and compensation language was ambiguous, requiring reversal and remand for further evidence.
Kevin Killilea entered into an agreement with Torwest, Inc. to develop a referral network for real estate developments. After a bench trial, the trial…
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PER CURIAM.
Kevin Killilea entered into an agreement with Torwest, Inc. to develop a “referral network of Realtors” for two Torwest real estate developments in Yero Beach. After a bench trial, the trial court determined the compensation portion of the agreement was not ambiguous and awarded Killilea commissions of $650,899.27.
Whether an ambiguity exists in a contract is a question of law subject to a de novo standard of review. See Essex Ins. Co. v. Simpler, 911 So. 2d 794 (Fla. 1st DCA 2004); Wagner v. Wagner, 885 So. 2d 488, 492 (Fla. 1st DCA 2004). Language in a contract is ambiguous where it is “fairly susceptible to more than one interpretation.” McInerney v. Klovstad, 935 So. 2d 529, 531-32 (Fla. 5th DCA 2006). “In reviewing a contract ... to determine its true meaning, the court must review the entire contract without fragmenting any segment or portion.” J.C. Penney Co. v. Koff, 345 So. 2d 732, 735 (Fla. 4th DCA 1977).
The “fee and compensation” language of the contract refers to “any prospect originating from any county Killilea has or is working in [sic].” “Prospect originating” is an unusual locution; the contract does not refer to a “buyer,” “purchaser,” or “vendee.” A “prospect” suggests a potential customer who has been developed or located. One reasonable reading of the contract is that the term “prospect” ties in with the repeated use of that term in the “Broker Referral Program,” which is incorporated into the contract, so that Killilea’s entitlement to a fee turns on the registration of a prospect under the terms of the referral program.
Because we hold the “fee and compensation” language to be ambiguous, we reverse the final judgment and remand to the trial court to allow the parties to pres ent parol and extrinsic evidence so that the trial court can discern the parties’ intent.
GROSS, HAZOURI, JJ., and MAASS, ELIZABETH T., Associate Judge, concur.
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Kohl v. Blue Cross & Blue Shield OF Fla., Inc., 955 So. 2d 1140 (Fla. 4th DCA 2007)…in the network at the time the service or supply was provided. The policy designates “Doctors of Chiropractic” as eligible providers. Whether an ambiguity exists in the policy is a question of law that is reviewed de novo. See Torwest v. Killilea, 942 So. 2d 1019, 1020-21 (Fla. 4th DCA 2006) (citing Essex Ins. Co. v. Simpler, 911 So. 2d 794 (Fla. 1st DCA 2004)). Language in a contract is ambiguous where it is “fairly susceptible to more than one interpretation.” McInerney v. Klovstad, 935 So. 2d 529, 531-32…
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Philips Lake Worth, L.P. v. Bankatlantic, 85 So. 3d 1221 (Fla. 4th DCA 2012)…g summary judgment de novo. PNC Bank, N.A. v. Progressive Emp’r Servs. II, 55 [*1225] So. 3d 655, 658 (Fla. 4th DCA 2011) (citation omitted). The question of whether contract language is ambiguous is also reviewed de novo. Torwest, Inc. v. Killilea, 942 So. 2d 1019, 1020 (Fla. 4th DCA 2006) (citations omitted). Where an agreement comprises more than one document, the documents should be considered together in interpreting the parties’ agreement. J.G. Wentworth, S.S.C., L.P. v. Safeco Life Ins. Co., 755 So. 2d…
Previewing 3 of 7 citing cases — full citator treatment, depth of discussion, and citing context are member features.
Join FLexlaw to unlock all legal intelligenceAuthorities Cited
- J. C. Penney Co., Inc. v. Koff, 345 So. 2d 732 (Fla. 4th DCA 1977)
- Jami S. Wagner v. Wagner, 885 So. 2d 488 (Fla. 1st DCA 2004)
- McINERNEY v. Klovstad, 935 So. 2d 529 (Fla. 5th DCA 2006)
- Essex Ins. Co. v. Simpler, 911 So. 2d 794 (Fla. 1st DCA 2004)
- Simpson v. Am. Custom Interiors, 911 So. 2d 794 (Fla. 1st DCA 2004)