51 So. 3d 1243
Fla. Dist. Ct. App.2011Background
- GE Fanuc appeals a final summary judgment for Brijot in a breach of contract action.
- GE argues the release was ambiguous and possibly revoked before Brijot’s acceptance, so the judgment should be reversed.
- Brijot previously owed SBS (GE’s predecessor) $865,887 and agreed to pay at $25,000 per month; payments later slowed and stopped.
- GE acquired SBS in 2006 and sought collection via an Ohio law firm demanding $76,968, which Brijot agreed to in exchange for a full release labeled as covering an unpaid GE Fanuc account.
- The executed release language stated release from all claims on an unpaid GE Fanuc account but carved out other GE accounts and unrelated GE entities; Brijot later paid the settled amount.
- GE discovered an additional debt of $428,919.08 and purportedly rescinded the release, yet Brijot sent payment and GE sued for the remaining balance.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Latent ambiguity in release language | Brijot contends the release is latent-ambiguous and requires parol evidence. | Brijot contends the language is clear; any ambiguity should be resolved against GE. | Latent ambiguity exists precluding summary judgment; issues for trial. |
| Revocation of offer before acceptance | GE asserts it revoked the offer prior to acceptance by Brijot’s payment. | Brijot maintains revocation does not bar its acceptance or affect the release’s scope. | Material facts regarding revocation are disputed; summary judgment reversed. |
| Effect of Brijot’s payment on release | GE maintains funds were tied to the release and the later debt is separate. | Brijot argues payment and release were connected; GE’s retention does not validate the release’s scope. | Ruling unresolved; issues of contract formation and ratification require trial. |
Key Cases Cited
- Deni Assocs. of Fla. Inc. v. State Farm Fire & Cas. Ins. Co., 711 So.2d 1135 (Fla.1998) (latent ambiguity permits parol evidence)
- Hunt v. First Nat’l Bank of Tampa, 381 So.2d 1197 (Fla.2d DCA 1980) (extrinsic factors reveal contract insufficiency)
- Mac-Gray Servs., Inc. v. Savannah Assocs. of Sarasota, LLC, 915 So.2d 657 (Fla.2d DCA 2005) (latent ambiguity creates issues of fact precluding summary judgment)
- Griffin v. Fed. Deposit Ins. Corp., 532 So.2d 1358 (Fla.2d DCA 1988) (contract interpretation when latent ambiguities exist)
- Sullivan v. Econ. Research Props., 455 So.2d 630 (Fla.5th DCA 1984) (offer withdrawal and acceptance timing related to rescission concepts)
- Rood Co. v. Bd. of Pub. Instruction of Dade County, 102 So.2d 139 (Fla.1958) (ratification and delay in repudiation considerations)
- Crown Mgmt. Corp. v. Goodman, 452 So.2d 49 (Fla.2d DCA 1984) (patent vs latent ambiguity distinction guidance)