APPLICA INC., APPELLANT,
v.
NEWTECH ELECTRONICS INDUS., INC., APPELLEE
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Applica Inc. appealed a contract dispute with NewTech Electronics, arguing it should receive a customs duty refund that arose three weeks after the parties executed their asset purchase agreement. The court affirmed the lower court's decision, holding that because the refund did not exist on the contract date, it was not included in the sale of assets, and the unambiguous contract language must be enforced as written.
The court held that the refund was not included in the asset sale because it did not exist on the contract date. The unambiguous language of the contract limited the sale to assets existing on the date of execution, and the court must enforce the contract as written without reconstructing its terms based on post-contractual events, regardless of how disadvantageous the result may be to one party.
[1] A contract's meaning is determined by the unambiguous language used in the agreement, not by the parties' subjective intentions during negotiations.
[2] A contract is enforced as written when its language is unambiguous, regardless of whether the terms later prove disadvantageous.
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“the unambiguous language of the agreement provided for the sale of 'only those assets set forth on Schedule 2.1 ..., as the same shall exist on the date hereof.'”
Establishes the controlling contract language limiting assets to those in existence on the execution date
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Join FLexlaw to unlock all legal intelligenceApplica and NewTech executed a contract for the sale of assets specified in Schedule 2.1 'as the same shall exist on the date hereof.' A congressional…
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SHEPHERD, J.
Although the parties to the contested contract in this case exchanged different signals during negotiations, the unambiguous language of the agreement provided for the sale of “only those assets set forth on Schedule 2.1 ..., as the same shall exist on the date hereof.” See Gendzier v. Bielecki, 97 So. 2d 604, 608 (Fla.1957) (noting that the making of a contract depends not on the parties having meant the same things but on their having said the same thing).
Because the congressionally created customs duty refund did not exist until three weeks after the parties executed the contract, the refund clearly was not in existence on the contract date. See Beach Resort Hotel Corp. v. Wieder, 79 So. 2d 659, 663 (Fla.1955) (“The court can not, in the absence of fraud or the like recognized equitable ground, reconstruct the contract, for the purpose of making its terms accord with a post contractual conception more suitable to the situation of the parties.” (citing City of Camden v.
S. Jersey Port Comm’n, 2 N.J.Super. 278, 63 A. 2d 552, 566 (1948))). The fact that the amount of the calculation of the refund included duties paid prior to the date the agreement was signed does not call for a different outcome.
It is inherent in business relationships that contracts are negotiated with incomplete information. Accordingly, where an agreement is unambiguous, as is the case here, we enforce the contract as written, no matter how disadvantageous the language might later prove to be. See Kel Homes, LLC v. Burris, 933 So. 2d 699, 704 (Fla. 2d DCA 2006); see also Blackhawk Heating & Plumbing Co. v. Data Lease Fin. Corp., 302 So. 2d 404, 408 (Fla.1974) (“A subsequent difference as to the construction of the contract does not affect the validity of the contract or indicate the minds of the parties did not meet with respect thereto.”).
Affirmed.
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Idearc Media Corp. v. M.R. Friedman & G.A. Friedman, P.A., 985 So. 2d 1159 (Fla. 3d DCA 2008)…s. As this Court has previously concluded, “where an agreement is unambiguous, as is the case here, we enforce the contract as written, no matter how disadvantageous the language might later prove to be.” Applica Inc. v. Newtech Elecs. Indus., Inc., 980 So. 2d 1194 (Fla. 3d DCA 2008). Accordingly, we affirm the trial court’s order denying Verizon’s motion to compel arbitration. Affirmed. . In response to the initial complaint, Verizon had previously filed a motion to stay the proceedings and compel arbitrati…
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Construct Grp. Corp. v. Miami-Dade Cnty., 126 So. 3d 285 (Fla. 3d DCA 2011)…PER CURIAM. Affirmed. Idearc Media Corp. v. M.R. Friedman & G.A. Friedman, P.A., 985 So. 2d 1159 (Fla. 3d DCA 2008); Applica Inc. v. Newtech Electronics Indus., Inc., 980 So. 2d 1194 (Fla. 3d DCA 2008).…
Authorities Cited
- Blackhawk Heating & Plumbing Co., Inc. v. Data Lease Fin. Corp., 302 So. 2d 404 (Fla. 1974)
- Gendzier v. Bielecki, 97 So. 2d 604 (Fla. 1957)
- Beach Resort Hotel Corp. v. Wieder, 79 So. 2d 659 (Fla. 1955)
- KEL Homes, LLC v. Michael and Tonia Burris, 933 So. 2d 699 (Fla. 2d DCA 2006)