238 So. 3d 347
Fla. Dist. Ct. App.2017Background
- Perez-Gurri Corporation (General Contractor) was the successful bidder on a City of Miami renovation of the Caribbean Marketplace in Little Haiti.
- The City’s prime consultant had subcontracted Don McLeod/McLeod Architectural Group to prepare design documents; McLeod later formed M2G2 Architects, LLC in May 2013.
- Construction was delayed; Perez-Gurri sued multiple design professionals, alleging professional malpractice, including claims against M2G2.
- M2G2 moved for summary judgment arguing (1) it provided no services on the project and (2) Perez-Gurri’s contract with the City contains a "No Damages for Delay" clause that bars the claim.
- The trial court granted summary judgment for M2G2, finding no services were rendered by M2G2 and that the no-damages clause barred the claim; Perez-Gurri appealed.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether M2G2 rendered services on the project | M2G2 (via principals’ emails, billing demands, and website) performed services starting July 2013 | Deposition testimony of M2G2 principals shows M2G2 did not provide services; earlier communications explained by corporate changes | Reversed: disputed material facts exist — documentary evidence could lead a factfinder to conclude M2G2 provided services |
| Whether the City–Contractor no-damages-for-delay clause bars Perez-Gurri’s claim against M2G2 | Clause should not shield third parties; Perez-Gurri can sue nonparties like M2G2 | Clause waives delay damages for City and its "representatives," so it precludes claims against M2G2 as a City representative | Reversed: contract’s wording protects the City only; no clear extension to third parties and contract’s Third Party Beneficiaries clause precludes such a benefit |
| Standard of review for summary judgment | N/A — Perez-Gurri contends genuine issues preclude summary judgment | M2G2 argued evidence conclusively shows no involvement | Court applies de novo review and emphasizes taking evidence in favor of nonmoving party; summary judgment inappropriate when disputes of material fact exist |
| Interpretation of contract language (who benefits from waiver) | Read contract as a whole; explicit references to the City show waiver is for City only | Read clause including "representatives" to include City representatives like M2G2 | Court construes the contract as a whole: explicit City-only language plus Third Party Beneficiaries clause means waiver does not apply to third parties like M2G2 |
Key Cases Cited
- The Fla. Bar v. Greene, 926 So. 2d 1195 (discussing purpose of summary judgment)
- Perez-Rios v. Graham Companies, 183 So. 3d 478 (summary judgment avoids unnecessary trials when only directed verdict is possible)
- Martin Petroleum Corp. v. Amerada Hess Corp., 769 So. 2d 1105 (summary judgment principles)
- Moradiellos v. Gerelco Traffic Controls, Inc., 176 So. 3d 329 (summary judgment requires taking evidence in light most favorable to nonmoving party)
- Volusia Cty. v. Aberdeen at Ormond Beach, L.P., 760 So. 2d 126 (de novo review of summary judgment)
- Charbonier Food Servs., LLC v. 121 Alhambra Tower, LLC, 206 So. 3d 755 (contract interpretation reviewed de novo)
- Murley v. Wiedamann, 25 So. 3d 27 (plain language guides contract interpretation)
- American K-9 Detection Servs., Inc. v. Cicero, 100 So. 3d 236 (must read contract terms in context)
- Ware Else, Inc. v. Ofstein, 856 So. 2d 1079 (interpretation seeks reasonable meaning of entire agreement)
- McArthur v. A.A. Green & Co. of Fla., 637 So. 2d 311 (construe contract to give effect to all provisions)