237 So. 3d 463
Fla. Dist. Ct. App.2018Background
- Guarantor Tyrone Nabbie signed a written guaranty promising to pay amounts due under a lease if the tenant defaulted.
- Paragraph A of the guaranty required Guarantor to pay “on demand” by Landlord; Paragraph B contained broad waiver language (waiving presentment, demand, notice of default, etc.).
- Tenant defaulted and Landlord sued Guarantor without having made an express demand under Paragraph A.
- Guarantor pleaded as an affirmative defense that Landlord’s failure to demand payment was a failure to satisfy a condition precedent.
- Landlord obtained partial summary judgment holding Paragraph B waived any demand requirement; a bench trial followed and judgment (including fees) was entered against Guarantor.
- The Fifth District reversed the partial summary judgment and the resulting final judgment and fee award, holding the demand requirement in Paragraph A was a condition precedent that Paragraph B did not waive as to Guarantor.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether a landlord demand was a condition precedent to Guarantor's liability | Landlord: Paragraph B’s waiver eliminates any requirement that Landlord demand payment from Guarantor | Guarantor: Paragraph A’s “on demand” language creates a condition precedent; Paragraph B only waives demands/notice as to tenant or other guarantors | Court: Demand in Paragraph A is a condition precedent; Paragraph B does not waive Landlord’s obligation to demand from Guarantor |
| Whether Paragraphs A and B are unambiguous and can be reconciled | Landlord: Contract is clear and Paragraph B applies to Guarantor | Guarantor: Contract is clear but Paragraph B applies to third parties, not Guarantor | Court: Both paragraphs are unambiguous when read together; interpret to give meaning to all terms; Paragraph B applies to third parties, not to eliminate Paragraph A’s demand |
Key Cases Cited
- Rooks v. Shader, 384 So. 2d 681 (Fla. 5th DCA 1980) (guaranty may be absolute or conditional)
- Givans v. Ford Motor Credit Co., 82 So. 3d 864 (Fla. 4th DCA 2011) (payment premised on demand makes demand a condition precedent)
- Reilly v. Reilly, 94 So. 3d 693 (Fla. 4th DCA 2012) (whether a provision is a condition depends on contract as whole and parties’ intent)
- Jackson v. Shakespeare Found., Inc., 108 So. 3d 587 (Fla. 2013) (contract interpretation reviewed de novo)
- Laurencio v. Deutsche Bank Nat’l Tr. Co., 65 So. 3d 1190 (Fla. 2d DCA 2011) (summary judgment standard)
- Seabreeze Rest., Inc. v. Paumgardhen, 639 So. 2d 69 (Fla. 2d DCA 1994) (reconcile contract provisions when possible)
- Vyfvinkel v. Vyfvinkel, 135 So. 3d 384 (Fla. 5th DCA 2014) (contract language is ambiguous only if reasonably susceptible to more than one interpretation)