ROCK-WELD CORPORATION OF PUERTO RICO, A PUERTO RICO CORPORATION, APPELLANT,
v.
ROCK-WELD EQUIPMENT CORP. OF FLORIDA, A FLORIDA CORPORATION, APPELLEE
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Rock-weld Corporation of Puerto Rico appealed a summary final decree dismissing its accounting suit against Rock-weld Equipment Corporation of Florida based on a termination agreement. The court reversed, holding that the termination agreement was ambiguous and could constitute either a simple contract termination or a settlement of all claims, requiring a trial on the parties' intent rather than summary judgment.
The court held that the termination agreement's language was ambiguous and could reasonably be construed as either a simple termination or a settlement of all claims. Because the parties had previously offered different interpretations of the agreement, there existed a genuine issue of material fact regarding the parties' intent that precluded summary judgment.
“There is a legal distinction between an agreement which would terminate the business relationship and one which would in addition to terminating the relationship also settle all outstanding claims.”
Establishes the central legal issue—that termination and settlement are distinct concepts requiring different proof and interpretation.
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Join FLexlaw to unlock all legal intelligenceThe parties entered into a Distribution Agreement in November 1962 establishing a supplier-distributor relationship. In September 1963, they executed …
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This appeal is from a summary final decree in a suit for an accounting. The appellant, Rock-weld Corporation of Puerto Rico, was plaintiff; the appellee, Rock-weld-Equipment Corporation of Florida, was the defendant and counterclaimant. The summary final decree was entered upon the sole basis that a termination agreement executed by the parties was in actuality a rescission of the contract and a settlement of all claims between the parties.1
*187The agreement, construed by the trial •court as a settlement between the parties, is as follows:
“TERMINATION AGREEMENT
“THIS AGREEMENT entered into this - day of September 1963, By and Between ROCK-WELD EQUIPMENT CORPORATION OF FLORIDA, a corporation duly organized under the laws of the State of Florida, hereinafter called FIRST PARTY, herein represented by its president Mr. Jerry Greenfield.
AND
ROCKWELD CORPORATION OF PUERTO RICO, a corporation duly organized under the laws of the Commonwealth of Puerto Rico, hereinafter called SECOND PARTY, herein represented by its president Mr. Arnold A. Adams.
WITNESSETH THAT:
“WHEREAS, on the - day of November 1962, the parties hereto entered into a contract called, ‘Distribution Agreement’; and
“WHEREAS, neither FIRST PARTY nor SECOND PARTY any longer desires to conform to, or be bound by the terms, conditions and covenants of said ■‘Distribution Agreement’ ;
“NOW THEREFORE, the parties hereto hereby agree as follows:
It is mutually agreed between the parties hereto that said ‘Distribution Agreement’ dated on the-day of November 1962, by and between the parties hereto be terminated on this-day of September 1963.
“IN WITNESS WHEREOF, the parties hereto, by their respective presidents, have set their hands and seals the day and year above first written.”
The business relationship between the appellee and the appellant was apparently that of supplier and distributor, respectively. There is a legal distinction between an agreement which would terminate the business relationship and one which would in addition to terminating the relationship also settle all outstanding claims. Cf., Durham Tropical Land Corp. v. Sun Garden Sales Co., 106 Fla. 429, 138 So. 21, 143 So. 758, 151 So. 327 (1931); Bernecker v. Bernecker, Fla.1952, 60 So.2d 399; Hyman v. Cohen, Fla.1954, 73 So.2d 393. See Annot., 166 A.L.R. 391, and 32 A.L.R. 209.
The language of the quoted agreement is not so clear as to conclusively constitute a settlement agreement. Taken in context with its title it might be construed as nothing more than a termination of the business relationship. When the wording of an agreement is ambiguous and the parties contend for different interpretations, evidence as to the intent of the parties is proper. Cf., Knabb v. Reconstruction Finance Corp., 144 Fla. 110, 197 So. 707, 715 (1940); Atlas Sewing Center, Inc. v. Belle’s Dept. Store, Fla.App.1964, 162 So.2d 274. The only evidence now before the court as to the intent of the parties is an affidavit of the appellee which is ineffective because it does not allege any fact that would be admissible in evidence and sets forth only a conclusion of law. See Harrison v. Consumers Mortgage Company, Fla.App.1963, 154 So.2d 194.
The pleadings filed in this cause demonstrate the existence of an issue as to the purpose of the “termination agreement”. This issue is one of fact because it is apparent from the pleadings that both the plaintiff and the defendant have at one time placed a construction on the instrument which is different from that now given to it by the court. We therefore conclude that there is a genuine issue of ma*188terial fact as to the intent of the parties in the making of the ambiguous agreement entitled “termination agreement,” and we reverse the summary final decree appealed. The cause is remanded with directions to proceed with the cause in accordance with the views herein expressed.
Reversed and remanded.
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Citator
Cited By (11 total)
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Raoul Vienneau v. Metro. Life Ins. Co., 548 So. 2d 856 (Fla. 4th DCA 1989)…expressly approving the trial court’s consideration of evidence where contractual language is unclear and the parties urge for different interpretations of the terms, see Rock-Weld Corporation of Puerto Rico v. Roch-Weld Equipment Corp. of Florida, 184 So. 2d 186, 187 (Fla. 3d DCA 1966), and Andress v. Bigman, 147 So. 2d 576 (Fla. 3d DCA 1962). See also Ladd v. Amoco Oil Co., 482 So. 2d 600, 601 (Fla. 4th DCA 1986) (where material issues of fact precluded final summary judgment). Cf. GAC Properties, Inc. v.…
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Gaines v. Nortrust Realty Mgmt., Inc., 422 So. 2d 1037 (Fla. 3d DCA 1982)…e clear that it is full and complete, covers all issues, and is understood by all litigants concerned.” Cross v. Cook, 147 Ga.App. 695, 250 S.E. 2d 28, 29 (1978). See also Rock-Weld Corporation of Puerto Rico v. Rock-Weld Equipment Corp. of Florida, 184 So. 2d 186 (Fla. 3d DCA 1966) (in order to constitute a settlement agreement, the language of the agreement must be clear). In the present case, no meeting of the minds as to an essential element of the agreement existed: Gaines and his counsel believed the u…
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Specialty Rests. Corp. v. City OF Miami, 501 So. 2d 101 (Fla. 3d DCA 1987)…rol evidence. See Atlas Sewing Center, Inc. v. Belk’s Dep’t Store, 162 So. 2d 274, 275 (Fla. 2d DCA 1964) (a court may not hear oral testimony in interpreting a contract which is clear and unambiguous); Cf. Rock-Weld Corp. v. Rock-Weld Equip. Corp., 184 So. 2d 186, 187 (Fla. 3d DCA 1966) (parol evidence permissible where contract is ambiguous). We further agree with the trial court that the ordinary meaning of the word “beverages” includes alcoholic beverages. See e.g., The American Heritage Dictionary 128 (N…
Previewing 3 of 11 citing cases — full citator treatment, depth of discussion, and citing context are member features.
Join FLexlaw to unlock all legal intelligenceAuthorities Cited
- Durham Tropical Land Corp. v. Sun Garden Sales Co., 138 So. 21; So. 758 (Fla. 1931)
- Knabb v. Reconstr. Fin. Corp., 144 Fla. 110 (Fla. 1940)
- Hyman v. Cohen, 73 So. 2d 393 (Fla. 1954)
- Maounis v. Igor Shamis (Fla. 3d DCA 2023)
- Harrison v. Consumers Mortg. Co., 154 So. 2d 194 (Fla. 1st DCA 1963)
- Bryan v. Gentile Bros. Co., 106 Fla. 900 (Fla. 1932)
- Atlas Sewing Ctr., Inc. v. Belk's Dep't Store OF W. Palm Beach, 162 So. 2d 274 (Fla. 2d DCA 1964)
- condotte/de Moya Jv v. P & S Paving, 259 So. 3d 308 (Fla. 3d DCA 2018)