L & H Construction Co. v. Circle Redmont, Inc.
55 So. 3d 630
Fla. Dist. Ct. App.2011Background
- L&H Construction contracted with Circle Redmont to manufacture a cast-iron staircase and a plank glass flooring system for the Thomas Edison site renovation for the National Park Service, with L&H as general contractor.
- Proposals evolved; initial terms included install, but a revised progress-payment schedule shifted to payment upon supervision of installation.
- Redmont signed a subcontract submitted by L&H that incorporated the February 26, 2004 final proposal's scope, but it listed the final payment milestone as due upon Completion, not supervision.
- Redmont claimed the installation term was an error and that the parties intended only installation supervision, while L&H believed installation was included based on the final proposal and signed subcontract.
- Redmont refused to ship or install the materials unless L&H paid, and later sold the installation to NPS after termination of L&H; trial court found the February 26, 2004 proposal governed and that the installation term was a mutual mistake, but the court’s judgment was internally inconsistent and did not support a breach finding against L&H.
- We reverse the final judgment finding L&H in breach.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the final contract is ambiguous on installation vs supervision. | L&H argues the final proposal and signed subcontract show installation was included. | Redmont contends the installation term was a scrivener's error and only supervision was intended. | Ambiguous contract; parol evidence permitted to resolve mutual mistake. |
| Whether the court properly permitted reformation based on mutual mistake. | L&H asserts no mutual mistake; terms reflect installation. | Redmont asserts mutual mistake due to scrivener's error. | Mutual mistake proven by clear and convincing evidence; reformation appropriate. |
| Whether evidence post-impasse was properly excluded as settlement/attorney communications. | Evidence post-impasse should clarify performance and breach. | That evidence is excluded as settlement/attorney communications. | Trial court erred in excluding post-impasse evidence for breach proof. |
| Whether Redmont breached by refusing to ship or install prior to full payment. | L&H argues no breach; disputes over payment terms pending. | Redmont asserts non-performance due to nonpayment and dispute. | No proven breach; record insufficient to sustain breach finding. |
| Whether damages/claims arising after impasse could sustain a verdict against L&H. | Terminates with dispute unresolved; damages depend on installation. | Damages tied to late performance and final sale to NPS. | Insufficient evidence of breach damages; reversal appropriate. |
Key Cases Cited
- Acumen Constr., Inc. v. Neher, 616 So. 2d 98 (Fla. 2d DCA 1993) (threshold contract formation question; assent implied by conduct)
- Altman Cooling Corp. v. Fla. Heat & Power, Inc., 305 So. 2d 225 (Fla. 4th DCA 1974) (interpretation of contracts; intent governs)
- Commerce P'ship 8098 Ltd. P'ship v. Equity Contracting Co., 695 So. 2d 383 (Fla. 4th DCA 1997) (ambiguous terms; course of dealing considered)
- Haenal v. U.S. Fidelity & Guar. Co., 88 So. 2d 888 (Fla.1956) (court may interpret contracts; intent controls)
- Blackhawk Heating & Plumbing Co. v. Data Lease Fin. Corp., 302 So. 2d 404 (Fla.1974) (parol evidence may aid in determining intent; mutual/misunderstanding)
- Providence Square Ass'n, Inc. v. Biancardi, 507 So. 2d 1366 (Fla.1987) (mutual mistake; scrivener’s error; admissibility of parol evidence)
- BrandsMart U.S.A. of West Palm Beach, Inc. v. DR Lakes, Inc., 901 So. 2d 1004 (Fla. 4th DCA 2005) (clear and convincing standard for mutual-mistake relief)