Gullivеr Schools, Inc. appeals from a trial court order granting plaintiff Patrick Snay’s motion to compel enforcement of settlement agreement. The school maintains Snay is precluded from enforcing the agreement because he violated a material term, the non-disclosure clause, when he disclosed to his daughter that his case against Gulliver was settled and he was happy with the result. We agree with the school and reverse.
When Gulliver did not renew Snay’s 2010-2011 contract as the school’s headmaster, Snay filed a two count complaint asserting causes of action for age discrimination and retaliation under the Florida Civil Rights Act. On November 3, 2011, the рarties executed a general release and a settlement agreement for full and final settlement of Snay’s claims, with the school to pay $10,000 in back pay to Snay with “Check # 1”; $80,000 to Snay as a “1099” with “Check # 2”; and $60,000 to Snay’s attorneys with “Check # 3.”
Central to this agreement was a detailed confidentiality provision, which provided that the existence and terms of the agreement between Snay and the school were to be kept strictly confidential and that should Snay or his wife breach the confidentiality prоvision, a portion of the settlement proceeds (the $80,000) would be disgorged:
13. Confidentiality ... [T]he plaintiff shall not either directly or indirectly, disclose, discuss or communicate to any entity or person, except his attorneys or other professional advisors or spouse any information whatsoever regarding the existence or terms of this Agreement ... A breach .. .will result in disgorgement of the Plaintiffs portion of the settlement Payments.
Only four days after the agreement was signed, on November 7, 2011, Gulliver notified Snay that he had breached the agreement based on the Facebook posting of Snay’s college-age daughter, wherein she stated:
Mama and Papa Snay won the case agаinst Gulliver. Gulliver is now officially paying for my vacation to Europe this summer. SUCK IT.2
Although the settlement agreement expressly accorded Snay the unilateral right to revoke the agreemеnt within seven days of its execution (that is, by November 10), Snay took no action to revoke the agreement despite Gulliver’s notification of breach.
On November 15, 2011, Gulliver sent a letter to Sna/s counsel, stating that it was tendering the attorney’s fees portion of the parties’ agreement but was not going to tender Sna/s portion because he had breached the confidentiality provision.
On June 9, 2012, Snay filed his motion tо enforce the settlement agreement, arguing that his statement to his daughter and her comment on Facebook did not constitute a breach. After giving Gulliver an opportunity to take the depositions of the Snays and their daughter, the court below conducted a hearing at which the parties agreed to rely on deposition tеstimony for the purposes of determining whether there had been a breach of the confidentiality provisions of the settlement agreement. Following that hearing, thе court below entered an order finding that neither Snay’s comments to his daughter nor his daughter’s Facebook comments constituted a breach of the confidentiality аgreement. We disagree and reverse.
A settlement agreement must generally “be interpreted like any other contract. That is, absent any evidence that the parties intended to endow a special meaning in the terms used in the agreement, the unambiguous language is to be given a realistic interpretation based on the рlain, everyday meaning conveyed by the words.” McIlmoil v. McIlmoil,
It is axiomatic that the clear and unambiguous words of a contract are the best evidence of the intent of the parties. See Murry v. Zynyx Mktg. Communications, Inc.,774 So.2d 714 (Fla. 3d DCA 2000). Where contracts are clear and unambiguous, they should be construed as written, and the court can give them no other meaning. See Institutional & Supermarket Equip., Inc. v. C & S Refrigeration, Inc.,609 So.2d 66 , 68 (Fla. 4th DCA 1992). In construing a contrаct, the legal effect of its provisions should be determined from the words of the entire contract.
Khosrow Maleki P.A. v. M.A. Hajianpour, M.D., P.A.,
In this case, the plain, unambiguous meaning of paragraph 13 of the agreement between Snay and the school is that neither Snay nor his wife would “either di
Because Snay’s deposition testimony that “[m]y conversation with my daughter was that it was settled and we were happy with the results,” establishes a breach of this provision, the court below should have denied his motion for enforcement of the agreement.
Based on the clear and unambiguous language of the parties’ agreement and Snay’s testimony confirming his breach of its terms, wе reverse the order entered below granting the Snays’ motion to enforce the agreement.
Reversed.
Notes
. Our standard of review is de novo. Gray v, D &J Indus. Inc.,
. Snay’s position wаs that he never told the daughter that he had "won" the case and the daughter did not go to Europe that summer, nor had she planned to do so. This, however, does not change our analysis.
. It later tendered the back wages ($10,000) portion of the agreement.
. The significance of this provision is evidenced by the fact that Snay’s entitlement to a significant sum of money is expressly conditioned on his compliance with this provision. It is also highlighted by the ramifications visited on Gulliver as a consequence of Snay’s brеach/disclosure when his daughter communicated to 1200 people, many associated with Gulliver, that Snay had been justified in his discrimination and retaliation claims.
. Accоrding to Snay he knew the litigation was important to his daughter and he knew he would have to tell her something about its resolution. So moments after signing the agreement, he had a сonversation with his wife, and they agreed to inform their daughter that the case was settled and they were happy with the result.
Snay explained:
What happened is that after settlement my wife and I went in the parking lot, and we had to make some decisions on what we were going to tell my daughter. Because it's very important to understand that she was an intricate part of what was happening. She was retaliated against at Gulliver. So she knew we were going to some sort of mediation. She was very concerned about it. Bеcause of what happened at Gulliver, she had quite a few psychological scars which forced me to put her into therapy.
So there was a periоd of time that there was an unresolved enclosure for my wife and me. It was very important with her. We understood the confidentiality. So we knew what the restrictions were, yet we needed to tell her something.