162 So. 3d 188
Fla. Dist. Ct. App.2015Background
- In July 2011 H.K. and Kathleen Wu signed a residence-and-care Contract and a contemporaneous Incentive Agreement with Life Care Ponte Vedra d/b/a Vicar’s Landing for a continuing-care retirement unit.
- Contract required a $352,000 entrance fee (10% at signing, remainder by occupancy date), a nonrefundable second-member fee, and a $5,733 monthly service fee.
- The Incentive Agreement set the entrance fee due October 20, 2011, made the monthly fee start October 20, and reduced the monthly fee to half while the unit remained “unoccupied.”
- The Wus paid the balance (and half the first monthly fee) on October 31, 2011, moved some possessions into the unit but did not live there; Vicar’s Landing could not market the unit.
- The Wus terminated the Contract April 26, 2012 and demanded a full refund under §8.A (termination prior to occupancy); Vicar’s Landing refunded under §8.D (refund after occupancy, applying amortization and processing fee). Trial court granted summary judgment to the Wus, interpreting “occupancy” as equivalent to moving in; court applied contra proferentem. Appellant Vicar’s Landing appealed.
Issues
| Issue | Plaintiff's Argument (Wus) | Defendant's Argument (Vicar's Landing) | Held |
|---|---|---|---|
| Meaning of “occupancy/occupy” in refund provisions | “Occupy” means physically moving in / assuming residency; §8.A applies (full refund less 4% processing fee) | “Occupy” includes statutory concept (paying entrance fee and starting monthly payments); §8.D applies (amortization plus 4% fee) | Contract ambiguous on “occupancy”; summary judgment reversed because extrinsic evidence should be considered to determine intent |
| Application of contra proferentem (interpret against drafter) | Ambiguity should be resolved against drafter (Vicar’s Landing) | Contra proferentem is a secondary rule and should not be applied before considering other evidence | Court: contra proferentem is secondary; trial court erred to apply it immediately without other evidence |
| Use of extrinsic/parol evidence to resolve ambiguity | Extrinsic evidence supports Wus' understanding of occupancy date (email admitting Oct. 31) and moving possessions | Vicar’s Landing points to Incentive Agreement language and statutory definition; argues ambiguity can be resolved in its favor | Court: ambiguity is latent/intermediate; extrinsic evidence is admissible and trial court should have considered it; summary judgment improper |
| Incorporation of statutory definition of “occupying” | Wus relied on contract language and their conduct; statute not dispositive | Vicar’s Landing argues the statutory definition (paying entrance fee + beginning monthly payments = occupying) is part of the contract unless contrary intent appears | Court: statutory definition may be read into contracts but is not automatically dispositive; parties could manifest contrary intent and statute’s refund-scope is not explicit; issue requires extrinsic fact inquiry |
Key Cases Cited
- Wash. Nat’l Ins. Corp. v. Ruderman, 117 So.3d 943 (discussing de novo review)
- Volusia Cnty. v. Aberdeen at Ormond Beach, L.P., 760 So.2d 126 (contract interpretation principles)
- Decoplage Condo. Ass’n, Inc. v. Deco Props. & Invs., Inc., 971 So.2d 860 (undisputed parol evidence can resolve ambiguity as a matter of law)
- Berkowitz v. Delaire Country Club, Inc., 126 So.3d 1215 (ambiguous contract makes intent a fact question precluding summary judgment)
- In re Standard Jury Instructions—Contract & Bus. Cases, 116 So.3d 284 (contra proferentem is a secondary rule; parol evidence primary)
- Powertel, Inc. v. Bexley, 743 So.2d 570 (definition and test for adhesion contracts)