110 So. 3d 505
Fla. Dist. Ct. App.2013Background
- Fire during a multi-million dollar renovation of Plantation Key Office Park damaged the project.
- Douglas Appellants sue Pass International and subcontractors for reformation, breach, negligence, and statutory violations.
- Douglas seeks reformation to exclude AIA A201-1997 general conditions from the Alll-1997 contract form.
- A201 was referenced in the contract but allegedly not intended; appellants claim mutual mistake.
- Pass and subcontractors move for summary judgment to bar damages and to uphold A201; Douglas cross-moves for summary judgment on reformation.
- Trial court granted summary judgment for Pass and denied reformation; final judgment followed on Pass and others.
- Appellate court reverses on reformation issue, identifying genuine issues of material fact regarding mutual mistake and A201 incorporation; remands to determine A201's control.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether there is a genuine issue of material fact on reformation | Douglas: A201 was not intended; mutual mistake. | Pass/Subcontractors: A201 was incorporated; intended part of Alll-1997. | Summary judgment improper; genuine issue exists. |
| Whether A201 controls and precludes damages, if applicable | If A201 applies, it does not bar consequential damages as claimed. | A201 precludes the asserted damages if incorporated. | Remand to determine A201’s applicability and resulting rights/liabilities. |
Key Cases Cited
- Indian Spring, Inc. v. Indian Spring Country Club, Inc., 747 So.2d 974 (Fla. 4th DCA 1999) (mutual mistake evidence weighed by trial court; credibility matters at trial)
- BrandsMart U.S.A. of W. Palm Beach, Inc. v. DR Lakes, Inc., 901 So.2d 1004 (Fla. 4th DCA 2005) (clear and convincing standard for reformation)
- Resort of Indian Spring, Inc. v. Indian Spring Country Club, Inc., 747 So.2d 974 (Fla. 4th DCA 1999) (reformation standards; burden of proof and trial court discretion)
- Craven v. TRG-Boynton Beach, Ltd., 925 So.2d 476 (Fla. 4th DCA 2006) (summary judgment requires absence of genuine issues of material fact)
- USAA Cas. Ins. Co. v. Threadgill, 729 So.2d 476 (Fla. 4th DCA 1999) (mutual mistake and contract interpretation principles)
- Canal Ins. Co. v. Hartford Ins. Co., 415 So.2d 1295 (Fla. 1st DCA 1982) (equitable reform principles and respect for trial court credibility findings)