JOSEPH SAPIENZA, APPELLANT,
v.
HERBERT BASS, APPELLEE
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Sapienza sued Bass to recover $5,000 on a promissory note. The partnership agreement between them provided that if either party withdrew within two years, Bass's promissory notes would become null and void. Bass withdrew within the two-year period, and the trial court dismissed the complaint, finding the notes void by agreement.
The provision is effective, and the notes became null and void upon Bass's withdrawal within the two-year period, notwithstanding that the note's maturity date had passed. The court will enforce the clear contractual language as written.
“The court is not at liberty to rewrite the contract of the parties. Where they have in clear language contracted for a certain obligation (or lack thereof) based upon stated eventualities, the parties are entitled to have their contract enforced as written in the absence of matters affecting public policy.”
Establishes the fundamental principle that courts must enforce contracts according to their terms when language is clear and no public policy concerns exist.
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Join FLexlaw to unlock all legal intelligenceSapienza and Bass entered into a partnership agreement that included a promissory note dated March 9, 1960, payable to Sapienza on December 1, 1960, f…
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The trial judge entered the following order of dismissal which is here appealed:
“The plaintiff sued the defendant in an action at law. His complaint alleges that the parties entered into a partnership agreement, which was attached to and made a part of the complaint. It sought to recover $5,000.00 evidenced by the defendant’s promissory note dated March 9, 1960 and payable to the plaintiff on December 1, 1960. The partnership agreement provided among other things:
‘“Paragraph 11(C) (1) Should the failure or refusal to continue with the partnership be expressed within two years of the date of this agreement, then, in that event, such notes representing Bass’s purchase of interest in the partnership shall become null and void and be forthwith cancelled.’
“The defendant, by way of counterclaim, points out that under the quoted provision of the partnership article, the notes became null and void within two years from their date. There is no controverting this proposition.
“Accordingly, the judgment of the Court is for the Defendant and the complaint is dismissed.”
Appellant’s basic contention is that the provision in the contract rendering the notes void if the defendant withdraws from the partnership within two years could not be effective because the note sued upon had already become due at the time the defendant elected to withdraw. It appears, however, that the note sued upon was not enforceable against the appellee at the time he elected to terminate the partnership. Therefore, pursuant to the terms of the agreement the notes became null and void. The court is not at liberty to rewrite the contract of the parties. Where they have in clear language contracted for a certain obligation (or lack thereof) based upon stated eventualities, the parties are entitled to have their contract enforced as written in the absence of matters affecting public policy. Bryant v. Food Machinery and Chemical Corporation Niagra Chemical Division, Fla.App.1961, 130 So.2d 132.
Appellant’s reliance upon Stamps v. Platt, 218 S.W. 47 (Tex.Ct.Civ.App.1920) is not warranted by the holding in that case. There the court held that a note maturing on a date certain became due thereon even though there was a provision that • the promisor might avoid liability by the occurrence of a certain event, where that event had not occurred. The opinion states that the note was not ambiguous and could not be varied by parol evidence. Here the note was void by agreement as of the happening of an event which did happen. Since we are concerned only with the maker’s liability to the payee, there is no reason the agreement should not be given effect.
Affirmed.
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Home Dev. Co. OF ST. Petersburg, Inc. v. Bursani, 178 So. 2d 113 (Fla. 1965)…reto in order to relieve one of the parties from the apparent hardship of an improvident bargain.” Beach Resort Hotel Corporation v. Wieder, Fla.1955, 79 So. 2d 659. To like effect are the decisions of this court in Sapienza v. Bass, Fla.App., 1962, 144 So. 2d 520; Gendzier v. Bielecki, Fla.1957, 97 So. 2d 604; and Pierce v. Isaac, 1938, 134 Fla. 666, 184 So. 509. See also Zapetis v. Wills, Fla.App. 1963, 156 So. 2d 33; and Stemmler v. Moon Jewelry Co., Fla.App.1962, 139 So. 2d 150. In an attempt to support…
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Zero Food Storage, Inc. v. Laurence Udell, 163 So. 2d 303 (Fla. 3d DCA 1964)…f the complaint against Udell, be and the same are hereby affirmed. Affirmed. . In this connection, see the following authorities relative to interpretation of contracts: Medard v. Paulson, Ela.1948, 87 So. 2d 902; Sapienza v. Bass, Fla. App.1962, 144 So. 2d 520; Curtiss-Wright Corporation v. Exhaust Parts, Inc., Ela. App.1962, 144 So. 2d 822.…
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Courtenay P. O'Connell and Joan H. O'Connell v. Dockendorff, 415 So. 2d 35 (Fla. 2d DCA 1982)…Sui juris parties may establish the terms of an agreement without subsequent alteration by the courts. Century Federal Savings & Loan Association v. Madorsky, 353 So. 2d 868 (Fla. 1st DCA), cert. denied, 359 So. 2d 1217 (Fla.1978); Sapienza v. Bass, 144 So. 2d 520 (Fla. 3d DCA 1962). The clause in question was bargained for and is so unambiguous as not to be misunderstood by the Dockendorffs. Since the parties clearly expressed an intention that the interest rate would be increased at the time of an assignmen…
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Join FLexlaw to unlock all legal intelligenceAuthorities Cited
- Bryant v. Food Mach. & Chem. Corp. Niagara Chem. Div., 130 So. 2d 132 (Fla. 3d DCA 1961)