REGGIE SMITH, APPELLANT,
v.
STEPHEN H. SHELTON AND THOMAS M. SHELTON, APPELLEES
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Smith, an employee of corporations owned by Shelton, sued for breach of contract claiming entitlement to 10% of net proceeds from the sale of the business. The trial court granted summary judgment for Shelton based on a termination of employment agreement that released all prior claims, and the appellate court affirmed.
The termination agreement clearly and unambiguously released Smith's interest in the 10% of net proceeds because that interest constituted an equity interest in the Sheltons' corporations, which was expressly released by the termination agreement.
[1] Summary judgment is proper when there is no genuine issue of material fact and the moving party is entitled to judgment as a matter of law.
[2] The interpretation or construction of a clear and unambiguous contract is a matter of law reviewed de novo.
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Join FLexlaw to unlock all legal intelligenceSmith was an employee of several corporations owned by Stephen H. Shelton and Thomas M. Shelton. Smith had an earlier agreement allegedly entitling hi…
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[*451] WARNER, J.
We affirm the trial court’s final summary judgment in favor of appellees on appellant’s claim of breach of contract. Appellant, an employee of several corporations owned by appellees, sued on a contract which allegedly entitled appellant to 10% of the net proceeds generated on appellees’ sale of their business. Appellees claimed that this obligation was released by a termination of employment agreement signed by appellees. We agree that the termination agreement released the prior obligation.
“Summary judgment is proper if there is no genuine issue of material fact and if the moving party is entitled to judgment as a matter of law.” Volusia County v. Aberdeen at Ormond Beach, L.P., 760 So. 2d 126, 130 (Fla.2000). Here, the issue was one of contract interpretation. “The interpretation or construction of a contract that is clear and unambiguous is a matter of law that is reviewed de novo.”. Lipton v.
First Union Nat’l Bank, 944 So. 2d 1256, 1258 (Fla. 4th DCA 2007) (quoting Caulkins Indiantown Citrus Co. v. Nevins Fruit Co., 831 So. 2d 727, 735 (Fla. 4th DCA 2002)). Whether an ambiguity exists in a contract also is a question of law. Torwest, Inc. v. Killilea, 942 So. 2d 1019, 1020 (Fla. 4th DCA 2006); N. Star Beauty Salon, Inc. v. Artzt, 821 So. 2d 356, 358 (Fla. 4th DCA 2002). Where the wording of an agreement is ambiguous, its interpretation involves questions of fact, precluding summary disposition. Barone v. Rogers, 930 So. 2d 761, 764 (Fla. 4th DCA 2006). “Whether a document is ambiguous depends upon whether it is reasonably susceptible to more than one interpretation.
However, a true ambiguity does not exist merely because a document can possibly be interpreted in more than one manner.” Lambert v. Berkley S. Condo. Ass’n, 680 So. 2d 588, 590 (Fla. 4th DCA 1996) (citation omitted).
The termination of employment agreement unambiguously stated that its purpose was to settle all of the rights, obligations, and liabilities between all of the parties, which specifically included the appellee Sheltons.1 By the terms of the agreement, appellant Smith released his employer (three corporations owned by the Sheltons) and its officers, which included the Sheltons, from any claims which Smith may have related to his employment. Under the . agreement, Smith received $350,000 “in return for Employee’s release of any rights, title, interest or claim ... to any stock in any company which [Thomas and Stephen Shelton] either have now or may have in the future, including but not limited to stock or equity interest in Employer.” (emphasis supplied).
The earlier agreement on which Smith sued provided that Smith was to obtain a 10% interest in the profit generated on sale of the businesses, which were the “employer” under the termination agreement. We have no trouble in concluding that the termination agreement clearly and unambiguously released this interest, because it constituted, at the very least, an equity interest in the Sheltons’ corporations.
Affirmed.
KLEIN and GROSS, JJ., concur. . The agreement stated, in part: "WHEREAS, THOMAS M. SHELTON and STEPHEN H. SHELTON (hereinafter collectively referred to as 'Stockholders’) are each fifty percent (50%) stockholders of each of the above stated corporations; and WHEREAS, Stockholders join with Employer and Employee to collectively agree to settle all rights, obligations and liabilities between dll these parties .... ” (emphasis supplied).
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Prime Homes, Inc. v. Pine Lake, LLC, 84 So. 3d 1147 (Fla. 4th DCA 2012)…Fla., 981 So. 2d 654, 655 (Fla. 4th DCA 2008) (quoting N. Star Beauty Salon, Inc. v. Artzt, 821 So. 2d 356, 358 (Fla. 4th DCA 2002)). Ambiguities exist when a document can reasonably be interpreted as having more than one meaning. Smith v. Shelton, 970 So. 2d 450, 451 (Fla. 4th DCA 2007). A contract is to be construed “in accordance with the plain meaning of the words contained therein.” Barakat v. Broward Cnty. Hous. Auth., 771 So. 2d 1193, 1195 (Fla. 4th DCA 2000) (citing Burns v. Barfield, 732 So. 2d 1202…
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Marie-Eve Kroener and Kent Kroener v. Fla. Ins. Guar. Ass'n (Figa) as successor in interest to Atl. Preferred Ins. Co., Inc., 63 So. 3d 914 (Fla. 4th DCA 2011)…654, 655 (Fla. 4th DCA 2008). •However, it is well-settled that a summary judgment should be affirmed if the record reflects that no genuine issues of material fact exist, and the movant is entitled to judgment as a matter of law. Smith v. Shelton, 970 So. 2d 450, 451 (Fla. 4th DCA 2007). Here, considering the undisputed facts, the terms of the insurance policy, and applicable case law, we find that the trial court correctly entered final summary judgment for FIGA. At the outset, we note that the parties ag…
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Orthopedic Specialists v. Allstate Ins. Co., 177 So. 3d 19 (Fla. 4th DCA 2015)…r a document is ambiguous depends upon whether it is reasonably susceptible to more than one interpretation. However, a true ambiguity does not exist merely because a document can possibly be interpreted in more than one manner.’ ” Smith v. Shelton, 970 So. 2d 450, 451 (Fla. 4th DCA 2007) (citation omitted). “In the event policy provisions are ambiguous ... then well-established rules of construction must be applied. The most basic of these rules is that ambiguous policy provisions are to be construed in favo…
Previewing 3 of 13 citing cases — full citator treatment, depth of discussion, and citing context are member features.
Join FLexlaw to unlock all legal intelligenceAuthorities Cited
- Volusia Cnty. v. Aberdeen AT Ormond Beach, L.P., 760 So. 2d 126 (Fla. 2000)
- Lambert v. The Berkley S. Condo. Ass'n, Inc., 680 So. 2d 588 (Fla. 4th DCA 1996)
- Barone v. Rogers, 930 So. 2d 761 (Fla. 4th DCA 2006)
- Mark v. Killigan, 821 So. 2d 356 (Fla. 1st DCA 2002)
- Caulkins Indiantown Citrus Co. v. Nevins Fruit Co., Inc., 831 So. 2d 727 (Fla. 4th DCA 2002)
- Torwest, Inc. v. Killilea, 942 So. 2d 1019 (Fla. 4th DCA 2006)
- Malone v. State, 944 So. 2d 1256 (Fla. 3d DCA 2007)