201 So. 3d 179
Fla. Dist. Ct. App.2016Background
- Decks N Such Marine, Inc. (DNS) contracted to build seawalls for Lots 11 and 125; Lot 125 was owned by Daake Family Trust 125, LLC (Family Trust).
- The written contract identified Thomas and Adele Daake as “Owner,” but the signature block contained a handwritten notation indicating the Daakes signed on behalf of the Family Trust for Lot 125.
- DNS sued Thomas and Adele Daake individually for breach of contract and unpaid construction fees; DNS did not plead a breach of contract claim against the Family Trust.
- At trial the court found a valid contract existed with the Family Trust and that the Trust breached that contract by failing to pay sums due, but DNS sought recovery from the Trust under quantum meruit instead of breach of contract.
- The trial court denied DNS’s quantum meruit claim against the Trust because a valid written contract existed between DNS and the Trust and DNS had not pleaded breach against the Trust.
- The First DCA affirmed, explaining contract interpretation and that quantum meruit is precluded where an express contract governs.
Issues
| Issue | Plaintiff's Argument (DNS) | Defendant's Argument (Family Trust/Daakes) | Held | |
|---|---|---|---|---|
| Whether the Family Trust was a party to the written seawall contract | DNS: The contract language named Thomas and Adele Daake as Owners; the Trust was not a party on the contract face | Daakes/Trust: Handwritten signature notation shows they signed on behalf of the Trust for Lot 125, evidencing Trust’s inclusion | Court: The handwritten notation and contract purpose create an ambiguity resolved in favor of including the Trust as a party; contract valid as to the Trust | |
| Whether DNS can recover from the Trust in quantum meruit despite an existing written contract | DNS: If Trust was a party, DNS contends quantum meruit still available because Trust was not otherwise sued for breach | DNS alternatively argued breach was tried by acquiescence | Daakes/Trust: Valid written contract exists; quantum meruit is unavailable where an express contract governs; no breach was pleaded against Trust | Court: Quantum meruit precluded because a valid written contract existed; no breach-of-contract claim was pleaded against the Trust, so damages could not be awarded under quantum meruit |
| Whether a breach-of-contract claim against the Trust was tried by acquiescence | DNS: Trial history purportedly shows the Trust was tried on breach by acquiescence | Daakes/Trust: No pleadings or evidence show the Trust was tried on breach; procedural requirements not met | Court: No evidence the Trust’s breach was tried by acquiescence; DNS failed to plead breach against the Trust | |
| Proper construction of conflicting contract provisions (printed text vs handwritten notation) | DNS: Emphasizes the printed owner designation naming the Daakes | Daakes/Trust: Handwritten signature expresses actual intent to bind the Trust for Lot 125 | Court: Apply contract interpretation rules; handwritten notation and purpose of contract control; ambiguity construed against drafter (DNS) and contract includes the Trust |
Key Cases Cited
- W.R. Townsend Contracting, Inc. v. Jensen Civil Constr., 728 So. 2d 297 (Fla. 1st DCA 1999) (quantum meruit premised on absence of express agreement)
- Corn v. Greco, 694 So. 2d 833 (Fla. 2d DCA 1997) (quantum meruit unavailable where written contract defines parties’ rights)
- Osteen v. Morris, 481 So. 2d 1287 (Fla. 5th DCA 1986) (definition and application of implied contract/quantum meruit)
- Hurt v. Leatherby Ins. Co., 380 So. 2d 432 (Fla. 1980) (ambiguities in a contract are construed against the drafter)
- O’Brien v. McMahon, 44 So. 3d 1273 (Fla. 1st DCA 2010) (plain meaning rule for contract language)
- Silver Shells Corp. v. St. Maarten at Silver Shells Condo. Ass’n, Inc., 169 So. 3d 197 (Fla. 1st DCA 2015) (interpret contracts to give effect to all provisions and the contract’s purpose)
AFFIRMED.