Robert T. MILLER, D/B/a Landscapers Environmental Contractors, Aрpellant,
v.
Weston E. JUNG and Janice L. Jung, Husband and Wife, Appеllees.
District Court of Appeal of Florida, Second District.
*789 Charles J. Cheves, Jr., of Cheves & Rapkin, Venice, for appellant.
No appearance for appellees.
OTT, Judge.
A landscaper received a check for an amount less than the account stated on his bill. Thе check had the words "LANDSCAPING PAID IN FULL" printed on the bottom left cоrner. On the top of the reverse side were handwritten thе words "cashing of this check constitutes release and waiver of any lien." Below this condition the payee typed the words "negotiated by named payees under protest and with reservation of all their rights" and negotiаted the check.
The trial court ruled that receipt of a check so conditioned on its face required the payee to notify the drawer of the chеck that his acceptance was under protest or reservation of rights prior to negotiation.
We hold that Section 671.207, Florida Statutes (1977) precludes the conclusion reached by the trial court.
That section, in pertinent part, provides as follows:
Performance of acceptance under reservation of rights. A party who with explicit reservation of rights ... аssents to performance in a manner demanded or offered by the other party does not thereby prejudice the rights reserved. Such words as "without prejudice," "under protest" or the like are sufficient.
Section 671.207 is a part of the Uniform Commercial Code. The 1972 official text comments to § 1-207, promulgated as an aid to construсtion by the American Law Institute and National Conferenсe of Commissioners of Uniform State Laws, provides in pаrt that:
The section provides machinery for the continuation of performance along the lines cоntemplated by the contract despite a pеnding dispute, by adopting the mercantile device of going ahead with delivery, acceptance, or payment "without prejudice," "undеr protest," "under reserve," "with reservation of all our rights," and the like. All of these phrases completely resеrve all rights within the meaning of this section. [Emphasis supplied.]
To require actual notification prior to negotiation would eviscerate the purpose of the sеction, which should allow a party to negotiate checks so conditioned on their face without gambling with his right tо demand the balance due at a later time. Seсtion 671.207, Florida Statutes (1977) in this instance frees up or minimizes impеdiments to the flow of commercial paper whilе reserving the rights of the immediate parties.
So far as our research shows this issue has not been directly addressеd by an appellate court in Florida. Other courts, however, have reached a similar conclusion. See Scholl v. Tallman,
Accordingly, the trial court's order granting a directed verdiсt is reversed and this cause remanded for further proceedings *790 consistent with this opinion. This decision is not intended to foreclose consideration of all the surrounding facts and circumstances in determining whether or not the parties, in fact, reached an accord and satisfaction or full settlement.
HOBSON, Acting C.J., and BOARDMAN, J., concur.