DISTRICT COURT OF APPEAL OF THE STATE OF FLORIDA
FOURTH DISTRICT
ALL YEAR COOLING AND HEATING, INC.,
Appellant,
v.
BURKETT PROPERTIES, INC.,
Appellee.
No. 4D21-3401
[February 15, 2023]
Appeal from the County Court for the Seventeenth Judicial Circuit,
Broward County; Jennifer Hilal, Judge; L.T. Case No. COCE20-017178.
Alan J. Perlman, and Vijay G. Brijbasi of Dickinson Wright, PLLC, Fort
Lauderdale, for appellant.
Deborah Baker of Greenspoon Marder, LLP, Miami, for appellee.
GROSS, J.
An air conditioning contractor (the “Contractor”) appeals a judgment in
favor of a property manager (the “Manager”) for breach of contract. We
reverse because the contract did not require the Contractor to ensure that
units which it did not install complied with all applicable building codes.
The Manager obtained bids from multiple contractors to remove a
cooling tower and replace six water-source systems with six split systems.
The Contractor bid $35,000 to install six new York split systems. After
negotiations, the Contractor and the Manager entered into a contract
where the price for the six York systems was lowered to $33,800.
Paragraph 3 of the contract’s addendum described the scope of work
as including “a fully turnkey installation of all brand-new York air-
conditioning systems.” Paragraph 3 elaborated that the installation would
include “six all new split system air-conditioning systems.” However,
paragraph 3 further specified that in addition to the six proposed systems,
“there are two split systems that are currently existing, working perfectly
and are not to be replaced as part of this contract.” This was the contract’s
only specific reference to the existing split systems.
This dispute does not concern the Contractor’s installation of the six
new York split systems. Instead, the Manager claimed that the contract
required the Contractor to bring the two “perfectly” working systems up to
code. After a bench trial, the lower court agreed with the Manager and
entered a final judgment against the Contractor for $6,385 plus
prejudgment interest. This appeal ensued.
Courts are required to interpret a contract “as a whole and give meaning
and effect to each part.” Tita v. Tita,
334 So. 3d 646, 650 (Fla. 4th DCA
2022). “[An] interpretation which gives a reasonable meaning to all
provisions of a contract is preferred to one which leaves a part useless or
inexplicable.” PNC Bank, N.A. v. Progressive Emp. Servs. II,
55 So. 3d 655,
658 (Fla. 4th DCA 2011) (quoting Premier Ins. Co. v. Adams,
632 So. 2d
1054, 1057 (Fla. 5th DCA 1994)). “The inconvenience, hardship, or
absurdity of one interpretation of a contract or its contradiction of the
general purpose of the contract is weighty evidence that such meaning was
not intended when the language is open to an interpretation which is
neither absurd nor frivolous and is in agreement with the general purpose
of the parties.” James v. Gulf Life Ins. Co.,
66 So. 2d 62, 63–64 (Fla. 1953).
We read the contract as taking the two “perfectly” working systems out
of the contract’s scope of work. A later provision in the contract’s
addendum states that, “notwithstanding anything to the contrary herein,”
the Contractor:
will certify and shall ensure that all split systems in the
building, upon completion of all the work, will be fully
compliant with all codes and regulations and shall be
responsible for any costs related to the implementation
and/or remediation of same.
(Emphasis supplied). However, we do not read this code compliance
provision as encompassing the existing split systems that were excluded
from the contract’s scope of work.
Here, the general purpose of the contract as a whole—including the
pricing—was for the installation of six new split systems and the disposal
of the old water tower. And the paragraph addressing the scope of work
made it clear that the existing split systems were “working perfectly” and
were “not to be replaced as part of this contract.” Despite the use of the
word “notwithstanding,” the code compliance provision must be read in a
way that is compatible with the contract as a whole. Cf. Land O’Sun Realty
Ltd. v. REWJB Gas Invs.,
685 So. 2d 870, 871–72 (Fla. 3d DCA 1996)
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(“Acceptance of the appellants’ claim that everything after
‘notwithstanding’ negates everything before would unacceptably render
the preceding language completely superfluous, contrary to the rule of
construction and of common sense that every provision is deemed to serve
some useful purpose.”).
Read in conjunction with paragraph 3, the phrase “all split systems in
the building, upon completion of all the work” means that all split systems
in the building installed in connection with the “completion of all the work”
under the contract would be code compliant. The reference to “work” in
the code compliance paragraph relates back the scope of work described
earlier, which included only the six newly installed York units. Exhibit 58,
admitted into evidence by stipulation, demonstrated that the estimate to
bring one of the “perfectly” working systems up to code would require
replacement and installation of a new split system, which the contract
specifically forbade. The contract required the Contractor to ensure that
the six split systems it installed were code compliant, and nothing more.
We therefore reverse the final judgment, and remand to the county
court for the entry of a judgment in favor of the Contractor.
Reversed and remanded.
DAMOORGIAN and KUNTZ, JJ., concur.
* * *
Not final until disposition of timely filed motion for rehearing.
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