CHANTILLY CONDOMINIUM, INC.,
v.
HELLAS ENGINEERING, INC.,
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When parties modify a contract to change payment terms and the service provider bills under the new terms, the service provider is entitled to recover only the amount actually billed under the modified contract, not the amount that would have been due under the original contract.
[1] When parties modify a written contract and the service provider bills under the new terms, the provider is entitled to recover only the amount actually billed under the m…
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Join FLexlaw to unlock all legal intelligence“The law is quite clear that courts may not rewrite, alter, or add to the terms of a written agreement between the parties and may not substitute their judgment for that of the parties in order to relieve one from an alleged hardship of an improvident bargain.”
Court's reasoning rejecting Hellas' attempt to characterize the original invoice as a discount and reissue it under 2015 contract terms.
Chantilly Condominium and Hellas Engineering had a contract for engineering services initially requiring a $5,500.00 monthly flat fee. In January 2016…
The full statement of facts, procedural history, and disposition for this case are member content.
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Third District Court of Appeal State of Florida
Opinion filed June 22, 2022. Not final until disposition of timely filed motion for rehearing.
________________
No. 3D21-0003 Lower Tribunal No. 16-10975 CC ________________
Chantilly Condominium, Inc., Appellant,
vs.
Hellas Engineering, Inc., Appellee.
An Appeal from the County Court for Miami-Dade County, Christina Marie DiRaimondo, Judge.
Roberson | Sweeting, and Yolly Roberson, for appellant.
Teressa Maria Tylman, P.A., and Teressa M. Tylman, for appellee.
Before LOGUE, HENDON and BOKOR, JJ.
BOKOR, J.
First, we note that although Chantilly appeals not only the final judgment but also specifically the entry of partial summary judgment in Hellas’ favor as to liability, the arguments presented solely go to the amount of damages. Accordingly, we affirm the partial summary judgment and the finding of liability without further comment. Next, we affirm the trial court’s damages calculations and findings pertaining thereto, with one exception. The only issue with the trial court’s detailed and well-reasoned findings contained in the final judgment relates to a line item of damages in the amount of $5,500.00 for an unpaid December 2015 invoice which, on its face, sought $1,236.47. In January 2016, the parties modified the original services contract to change the rate of payment from a $5,500.00 monthly flat fee to a fee of 8%
1 The invoice contains, in all caps, the disclaimer, “NEW BILLING EFFECTIVE DECEMBER 2015 PER CONTRACT SIGNED 1-14-2016.” Accordingly, to the extent there is any ambiguity as to the application of the new contract terms to the December bill, that ambiguity is resolved on the face of the invoice. Kiwanis Club of Little Havana, Inc. v. de Kalafe, 723 So. 2d 838, 841 (Fla. 3d DCA 1998) (“A written contract can be modified . . . by the parties’ course of dealing.”).2 In the underlying action, Hellas sought the larger $5,500.00 fee under the 2015 contract which is reflected in the final judgment. However, the 2016 contract required no ratification and contained no provision permitting a snap back to the 2015 contract terms in the case of nonpayment. Therefore, we reject Hellas’ attempt to characterize the original invoice as a discount, as opposed to an invoice under the operative agreement between the parties. There is no legal or contractual support for Hellas’ arbitrary remedy of reissuing the invoice under the 2015 terms when the original invoice wasn’t paid. Rather, the record reflects that the parties modified the 2015 contract, and Hellas billed Chantilly accordingly under the 2016 contract terms. Because Chantilly didn’t pay, Hellas is owed what it originally billed, but no more. As this court explained, “[t]he law is quite clear that courts may not rewrite, alter, or add to the terms of a written agreement between the parties and may not substitute their judgment for that of the parties in order to relieve one from an alleged hardship of an improvident bargain.” Int’l Expositions, Inc. v. City of Miami Beach, 274 So. 2d 29, 30–31 (Fla. 3d DCA 1973).
Affirmed in part, reversed in part, and remanded.
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Citator
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- Int'l Expositions, Inc. v. City OF Miami Beach, 274 So. 2d 29 (Fla. 3d DCA 1973)