Third District Court of Appeal
State of Florida
Opinion filed December 14, 2022.
Not final until disposition of timely filed motion for rehearing.
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No. 3D20-1694
Lower Tribunal No. 18-31014
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Raymond Erb,
Appellant,
vs.
Chubb National Insurance Company, etc.,
Appellee.
An Appeal from a non-final order from the Circuit Court for Miami-Dade
County, Mark Blumstein, Judge.
Perry & Neblett, P.A., and David Avellar Neblett, James M. Mahaffey,
III and John A. Wynn, for appellant.
Brown Sims, P.C., and Marlin K. Green and Cody L. Frank, for
appellee.
Before EMAS, GORDO and BOKOR, JJ.
BOKOR, J.
Raymond Erb appeals a final order compelling arbitration with his
insurer pursuant to an arbitration clause contained in the insurance contract.
He alleges that the trial court erred by enforcing the arbitration provision
despite the insurer failing to timely demand arbitration within the time
specified by contract. Because requiring arbitration in this context conflicts
with the intent of the parties, as expressed through the plain language of the
agreement, we reverse. 1
Generally, a party may demand arbitration where: (1) a valid written
agreement to arbitrate exists, (2) an arbitrable issue exists, and (3) the right
to arbitration has not been waived. Jackson v. Shakespeare Found., Inc.,
108 So. 3d 587, 593 (Fla. 2013). As the former two factors are not in dispute
on this appeal, we address only Erb’s argument that the insurer waived its
right to arbitrate by failing to timely invoke the arbitration provision.
The agreement here provides that “[t]he request for arbitration must
be filed within one (1) year of the date of loss or damage.” (emphasis added).
Chubb concedes that it did not request arbitration within one year of the
underlying accident. However, Chubb also argues that because the
1
We review de novo an order interpreting a contract provision. See, e.g.,
Castro v. Mercantil Commercebank, N.A.,
305 So. 3d 623, 625 (Fla. 3d DCA
2020); see also Grove Isle Ass'n, Inc. v. Grove Isle Assocs., LLLP,
137 So.
3d 1081, 1089 (Fla. 3d DCA 2014) (reviewing motion to dismiss under de
novo standard of review).
2
agreement provides that “[a]ny controversy or claim . . . arising out of or
related to this policy . . . shall be referred to and settled by arbitration,” the
agreement does not expressly allow any form of dispute resolution other than
arbitration, so Chubb’s failure to comply with the time limitation had no
impact on arbitrability.
In Abel Homes at Naranja Villas, LLC v. Hernandez,
960 So. 2d 891
(Fla. 3d DCA 2007), this court evaluated an arbitration provision allowing the
developer, Abel Homes, to elect arbitration within 20 days of receiving notice
of a claim, but providing that a purchaser could then proceed with other legal
processes if the developer did not elect to arbitrate.
Id. at 893. Under that
contractual provision, we held that “the Developer waived its right to
arbitration by failing to timely serve a demand for arbitration within the
twenty-day time limit specified in the Agreements.”
Id. at 894.
Because arbitration provisions are contractual in nature and governed
by principles of contract interpretation, “the determination of whether an
arbitration clause requires arbitration of a particular dispute necessarily rests
on the intent of the parties,” and “[a] natural corollary of this rule is that no
party may be forced to submit a dispute to arbitration that the party did not
intend and agree to arbitrate.” Seifert v. U.S. Home Corp.,
750 So. 2d 633,
636 (Fla. 1999) (quotations and citations omitted). The intent of the parties
3
to a contract is primarily discerned from the plain meaning of the contractual
language, considered in context. See, e.g., Gulliver Schs., Inc. v. Snay,
137
So. 3d 1045, 1047 (Fla. 3d DCA 2014). “Where contractual provisions are
clear and unambiguous, the court must give those terms their plain and
ordinary meaning.” Abel Homes,
960 So. 2d at 894. Further, when
construing a contract with two possibly conflicting provisions, we endeavor
to reconcile the provisions and give a “reasonable, lawful and effective
meaning” to all terms. See Nabbie v. Orlando Outlet Owner, LLC,
237 So.
3d 463, 466 (Fla. 5th DCA 2018) (internal quotations and citations omitted);
see also City of Homestead v. Johnson,
760 So. 2d 80, 84 (Fla. 2000) (“[W]e
rely upon the rule of construction requiring courts to read provisions of a
contract harmoniously in order to give effect to all portions thereof.”).
Here, the trial court’s interpretation fails to harmonize the two
sentences of the same contractual provision. The better reading, indeed,
the only reading that gives effect to both relevant portions, requires
arbitration of any conflict between the parties, but only if invoked by the
insurer within one year from the date of loss. Accordingly, based on the
failure to invoke arbitration within such time as required by contract, the trial
court erred in compelling arbitration.
Reversed.
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