FLORIDA RECYCLING SERVICES, INC., Appellant,
v.
GREATER ORLANDO AUTO AUCTION, INC., etc., Appellee.
District Court of Appeal of Florida, Fifth District.
Sidnеy L. Vihlen, III and Stephanie L. Brennan, of Vihlen Sills, P.A., Altamonte Springs, for Appellant.
Charles R. Stepter, Jr. and Cеsery L. Bullard of Fishback, Dominick, Bennett, Stepter, Ardaman, Ahlers Bonus LLP, Orlando, for Appellee.
*130 MONACO, J.
Florida Recycling Services appeals from a final judgment in favor of the appellee, Grеater Orlando Auto Auction, Inc., d/b/a Manheim's Central Florida Auto Auction ("Auto Auction"). The contraсt between the parties contained provisions requiring a party wishing to terminate the contract to do so by giving a notice of breach and opportunity to cure in writing, followed by a notice of termination in writing. Although Auto Auction gave Florida Recycling a written notice of termination, it fаiled to give a written notice of breach first. The trial court found that Auto Auction "substantially complied" with the notice of breach requirement by making phone calls to Florida Recycling. We сonclude, however, that the court erred in this respect, and reverse.
The parties entеred into a contract under which Florida Recycling agreed to provide Auto Auction with wastе removal service for a certain sum. The initial term of the contract was to be for three years, and would automatically renew for successive three year periods unless either party gave written notice of termination to the other party at least sixty days prior to the termination of the term. The "Suspension and Termination for Cause" provision of the contract that is the crux of the dispute between the parties stated that:
If, during the term of this agreement, either party shall be in breach of any provision of this agreement, the other party may suspend or terminate its performance *131 hereunder until such breach has been corrected; provided, however, that no termination shall be effective unless and until the complaining party has givеn written notice of such breach to the other party and the other party has failed to cure such breach within at least ten (10) days thereafter. In the event any such breach remains uncured for a period of ten (10) days, the complaining party may terminate this agreement by giving the other party written notice of such termination; which shall become effective upon receipt of such notice.
(Emphasis added).
After a non-jury trial, the trial сourt found that Florida Recycling failed "to provide adequate service" to Auto Auction, and that Auto Auction made a number of phone calls, generally to Florida Recycling dispatсhers, about the poor service during a period of approximately seven months. Auto Auction, however, never gave Florida Recycling a written notice of the breach as required by the contract. Eventually, Auto Auction sent a termination letter to Florida Recycling and hired а different waste removal service. Auto Auction then brought suit pursuant to a liquidated damages clause contained within the contract. The trial court rendered a final judgment in favor of Auto Auction, finding that Auto Auction "substantially complied with the ten-day notice of breach provision under the termination provision of the agreement at issue by its repeated phone calls" to Floridа Recycling. Florida Recycling appeals.
The standard of appellate review with respect to the interpretation of a contract is de novo. See Inter-Active Servs., Inc. v. Heathrow Master Ass'n, Inc.,
In Fidelity & Deposit Company v. First State Insurance,
The same consideratiоns apply here. Accordingly, we reverse the final judgment and remand to the trial court for proceedings consistent with this opinion.
REVERSED and REMANDED.
ORFINGER and TORPY, JJ., concur.
