ROSEMARY BOUDEN, APPELLANT,
v.
JOHN WALKER, APPELLEE
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Rosemary Bouden challenges a judgment awarding her employee John Walker compensation under an employment contract. The dispute concerns whether a 5% freight deduction should be applied before or after calculating Walker's one-third commission on gross profit. The appellate court affirmed the trial court's interpretation, holding that the ambiguous contract language should be construed against Bouden, who drafted it.
The contract language was properly construed against Bouden, who drafted it through her attorney. Although the parties' interpretation of ambiguous contract terms may be considered by the court, other legal principles apply, including the rule that ambiguous language is construed against the drafter and that courts should give a reasonable and equitable construction to contracts. Bouden's interpretation was unjust and unfair to Walker.
[1] Where contract language is ambiguous or doubtful, the interpretation placed upon it by the parties may be considered by the court if it is not wholly at variance with cor…
[2] Where contract language is ambiguous or doubtful, it should be construed against the party who drafted the contract.
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“It is a well recognized rule that in construing a contract where the terms are uncertain or doubtful, the interpretation placed upon it by the parties may be considered by the Court where it is not wholly at variance with the principles of correct legal interpretation of the terms of the contract”
Establishes that parties' contemporaneous interpretation is one factor in contract construction, but is not dispositive
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Join FLexlaw to unlock all legal intelligenceBouden and Walker entered into a one-year employment contract effective August 1, 1965, whereby Walker received one-third of gross profit after deduct…
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Appellant Rosemary Bouden, defendant below, seeks reversal of a final judgment, entered after a non-jury trial, awarding appellee John Walker, plaintiff below, the sums found due under an employment contract.
The parties had entered into a one year employment contract, effective August 1, 1965, providing in part:
“4. Walker shall receive as his compensation one-third (1/3) of the gross profit realized by Bouden on all such contracts after deducting freight computed at 5% of factory cost to Bouden. Gross profit shall be determined by accounting principles and practice used by Bouden in prior years and consistently applied during each year this agreement is in force.”
The parties agreed that “gross profit” meant the gross sales price less manufacturer’s cost.
From August 1, 1965, through June 1, 1966, Bouden, whose attorney prepared the contract, computed the commission by deducting the manufacturer’s cost from the gross sales price to arrive at the “gross profit”. The gross profit was then divided by three, and then five per cent was subtracted from the one-third of the gross *354profit. In March or April, 1966, Walker objected to the method used, contending that the five per cent should have been deducted from the gross profit and then his one-third share determined, rather than deducting the five per cent from his one-third.
Bouden contends that the language of the contract was ambiguous and that the court should have looked to the construction of the contract made by the parties. While the trial Judge made no findings nor gave any reason for his holding, it is clear that he rejected appellant’s argument since this was the precise point raised in appellant’s motion for new trial.
It is a well recognized rule that in construing a contract where the terms are uncertain or doubtful, the interpretation placed upon it by the parties may be considered by the Court where it is not wholly at variance with the principles of correct legal interpretation of the terms of the contract, Orlando Orange Groves Co. v. Hale, 1935, 119 Fla. 159, 161 So. 284; Mileage Realty Company, Inc. v. Miami Parking Garage, Inc., Fla.App.1962, 146 So.2d 403; Pembroke Park Lanes, Inc. v. High Ridge Water Co., Fla.App.1965, 178 So.2d 37.
But there are other legal principles which must also be considered by the Court in construing a contract. A fundamental rule is that where the language is ambiguous or doubtful, such language should be construed against the party who drew the contract or chose the wording, Florida State Turnpike Authority v. Industrial Construction Company, Fla.App.1961, 133 So.2d 115; Nat Harrison Associates, Inc. v. Florida Power & Light Company, Fla.App.1964, 162 So.2d 298; 7 Fla. Jur., Contracts, § 87.
Another well-rooted principle is that the court will give a reasonable construction to a contract where that is possible and endeavor to give a just and fair construction most equitable to the parties, Hall v. Hardaker, 1911, 61 Fla. 267, 55 So. 977; James v. Gulf Life Ins. Co., Fla.1953, 66 So.2d 62; Wilcox v. Atkins, Fla.App.1968, 213 So.2d 879; White Star Realty Co. v. Schreiber, Fla.App.1969, 229 So.2d 300. In the case sub judice, Bouden testified that the average freight charge on merchandise during the last few years was eight to ten per cent, and that she had the decorators pay five per cent and her shop paid the balance. Her intention was to split the freight cost down the middle. Walker testified that the average freight was never more than eight per cent, and that it was sometimes five per cent. Yet, under Bouden’s method of computing Walker’s commission, Walker was paying much more than half of the freight charge figured at a lower rate.
The construction placed upon the contract by Bouden was unjust and unfair to Walker, and since the contract was drawn by Bouden’s attorney, the trial Judge properly construed the doubtful language against Bouden.
The judgment appealed is, therefore
Affirmed.
LILES, J., concurs.
MANN, J., concurs specially.
(concurring specially).
I do not find the language ambiguous. From the sale price there is to be deducted, in arriving at “gross profit,” the cost of goods plus five percent of that amount as an allowance for freight. Without regard to authorship, justice or fairness, the trial judge placed on the language of the contract the single meaning of which it is susceptible.
MANN, Judge
(concurring specially).
I do not find the language ambiguous. From the sale price there is to be deducted, in arriving at “gross profit,” the cost of goods plus five percent of that amount as an allowance for freight. Without regard to authorship, justice or fairness, the trial judge placed on the language of the contract the single meaning of which it is susceptible.
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Hunt v. First Nat'l Bank OF Tampa, 381 So. 2d 1194 (Fla. 2d DCA 1980)…ain presumptions or guidelines that assist the court in arriving at its conclusion as to what result the parties intended under the unanticipated circumstances. A reasonable interpretation is preferred to one which is unreasonable, Bouden v. Walker, 266 So. 2d 353, 354 (Fla. 2d DCA 1972), and an intérpretation leading to an absurd conclusion must be abandoned for one more consistent with reason and probability. Paddock v. Bay Concrete Industries, Inc., 154 So. 2d 313, 316 (Fla. 2d DCA 1963). Where one interpr…
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Century Vill., Inc. v. Wellington, 361 So. 2d 128 (Fla. 1978)…he controlling document of Fifth Moorings whenever they were enacted. Even if we were to find an ambiguity, we would be forced to construe it against the defendant developer/lessors as authors of the Declaration of Condominium. See Bouden v. Walker, 266 So. 2d 353 (2d DCA 1972); see generally 49 Am.Jur.2d, Landlord and Tenant, § 143. (footnotes omitted) At 628. We therefore hold that because Section 711.63(4) is incorporated by reference as part of the controlling document of Century Village, no constitution…
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Kaufman v. Shere, 347 So. 2d 627 (Fla. 3d DCA 1977)…e controlling document of Fifth Moorings whenever they were enacted.2 Even if we were to find an ambiguity, we would be forced to construe it against the defendant developer/lessors as authors of the Declaration of Condominium. See Bouden v. Walker, 266 So. 2d 353 (2d DCA 1972); see generally 49 Am.Jur.2d, Landlord and Tenant, § 143. We hold that the trial judge properly ruled as a matter of law that Florida Statutes § 711.236 was incorporated into the Fifth Moorings Declaration of Condominium by virtue of t…
Previewing 3 of 12 citing cases — full citator treatment, depth of discussion, and citing context are member features.
Join FLexlaw to unlock all legal intelligenceAuthorities Cited
- Orlando Orange Groves Co. v. Hale, 119 Fla. 159 (Fla. 1935)
- James v. Gulf Life Ins. Co., 66 So. 2d 62 (Fla. 1953)
- NAT Harrison Assocs., Inc. v. Fla. Power & Light Co., 162 So. 2d 298 (Fla. 3d DCA 1964)
- Goulden v. Manreka Corp., 119 Fla. 248 (Fla. 1935)
- Wilcox v. Atkins, 213 So. 2d 879 (Fla. 2d DCA 1968)
- Mileage Realty Co., Inc. v. Miami Parking Garage, Inc., 146 So. 2d 403 (Fla. 3d DCA 1962)
- City OF Miami v. Aguilera, 133 So. 2d 115 (Fla. 3d DCA 1961)
- Pembroke Park Lanes, Inc. v. High Ridge Water Co., 178 So. 2d 37 (Fla. 3d DCA 1965)
- R. S. Hall and Others v. Hardaker, 61 Fla. 267 (Fla. 1911)
- White Star Realty Co. v. Schreiber, 229 So. 2d 300 (Fla. 3d DCA 1969)