137 So. 3d 1045
Fla. Dist. Ct. App.2014Background
- Gulliver Schools, Inc. and Snay settled his age discrimination/retaliation claims on Nov 3, 2011 with a confidential settlement.
- Settlement details: $10,000 back pay (Check #1), $80,000 as a 1099 (Check #2), $60,000 to Snay's attorneys (Check #3).
- A detailed confidentiality provision (paragraph 13) required secrecy about the existence and terms of the agreement.
- Gulliver later notified Snay of breach four days after the signing due to Snay's daughter's Facebook post about the case.
- Snay had a unilateral right to revoke the agreement within seven days but did not revoke.
- Gulliver tendered the attorney's fees portion but withheld Snay's portion pending enforcement action; the case was dismissed with reservation of enforcement, and Snay moved to enforce in 2012.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Did Snay breach confidentiality by informing his daughter and via Facebook? | Snay contends no breach occurred. | Snay breached confidentiality by disclosure to his daughter and Facebook audience. | Yes, breach established; enforcement denied. |
| Does paragraph 13 unambiguously bar indirect disclosures of the agreement's existence or terms? | Language may not have prohibited what occurred. | Plain language prohibits any disclosure beyond allowed exceptions. | Paragraph 13 is clear and unambiguous; breach found. |
| Should the contract be interpreted under de novo contract-interpretation standards? | Court should interpret contract solely from the parties’ intent. | Plain-meaning interpretation applies; extrinsic evidence not allowed if unambiguous. | De novo, plain-meaning interpretation applied; breach found. |
Key Cases Cited
- McIlmoil v. McIlmoil, 784 So.2d 557 (Fla. 1st DCA 2001) (contract interpretation based on plain language)
- Murry v. Zynyx Mktg. Communications, Inc., 774 So.2d 714 (Fla. 3d DCA 2000) (plain meaning governs unambiguous contracts)
- Institutional & Supermarket Equip., Inc. v. C & S Refrigeration, Inc., 609 So.2d 66 (Fla. 4th DCA 1992) (interpretation of clear contract terms; words control)
- Walgreen Co. v. Habitat Dev. Corp., 655 So.2d 164 (Fla. 3d DCA 1995) (no extrinsic evidence when contract is clear)
- Spring Lake NC, LLC v. Figueroa, 104 So.3d 1211 (Fla. 2d DCA 2012) (no parol evidence to alter clear terms)
- Bay Mgmt Inc. v. Beau Monde, Inc., 366 So.2d 788 (Fla. 2d DCA 1978) (contract language controlling; no deviation from words)