CARLON, INC., D/B/A BROWARD NELSON FOUNTAIN SERVICE, APPELLANT,
v.
SOUTHLAND DIVERSIFIED COMPANY, D/B/A LITTLE GIANT, APPELLEE
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Carlon, Inc. sued Southland Diversified Company for accelerated rental payments under a written equipment lease after the defendant abandoned use of fountain equipment after seven months. The court reversed the trial court's judgment, holding that parol evidence of oral negotiations cannot contradict or modify the clear terms of a written lease agreement.
The court held that parol evidence of oral negotiations is inadmissible to contradict, modify, or supplement the terms of a clear, complete, and unambiguous written lease agreement. The trial court erred in considering testimony about oral negotiations and in finding that an immaterial discrepancy between the property description and delivered property supported termination.
[1] A discrepancy between property described in a lease and property delivered is immaterial to a contract dispute if the discrepancy was not noted until after use of the pro…
[2] A party who signs a written lease agreement without reading it cannot claim that the agreement does not reflect their understanding.
Previewing 2 of 4 headnotes on this case. FLexlaw’s editorially structured points of law — every proposition, pinpointed — are reserved for members.
Join FLexlaw to unlock all legal intelligence“To permit a party, when sued on a written contract, to admit that he signed it but to deny that it expresses the agreement he made or to allow him to admit that he signed it but did not read it or know its stipulations would absolutely destroy the value of all contracts.”
Establishes that a party cannot escape a written contract by claiming it was signed without reading or understanding its terms.
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Join FLexlaw to unlock all legal intelligenceCarlon leased fountain equipment (ice bin with carbonator and fountain head) to Southland under a written lease agreement. Southland paid seven months…
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HERSEY, Judge.
This is an action for accelerated rental payments under a written lease of certain fountain equipment consisting of an ice bin with a carbonator and fountain head attached. Appellee paid an amount equivalent to seven months rental and then abandoned use of the equipment, storing it in a room on appellee’s premises.
The equipment was acquired in the expectation that customers of appellee would purchase soft drinks made from the equipment rather than in prepackaged cans. Because of the cost difference to appellee, fulfillment of that expectation would have considerably improved appellee’s profit margin. Apparently, appellee’s customers were creatures of habit and refused to succumb to the entreaties of progress. In any event, the anticipated demand did not materialize, whereupon appellee became disillusioned and attempted to terminate the lease arrangement.
Appellant first complains of the trial court’s determination that the property delivered to appellee’s premises differed in some respect from the description in the written lease agreement. This determination is erroneous since it is clear from the testimony that any alleged difference between the property described in the lease and the property delivered to appellee was totally immaterial to the conflict which developed between the parties. As a matter of fact, the supposed discrepancy was not noted until shortly before trial when appel-lee’s expert witness apparently observed the difference for the first time. Use of the property had long since been abandoned by appellee, and it had been placed in storage. Further, abandonment occurred not because of the manner in which the equipment functioned, but because as one of the principals of appellee testified:
I’m afraid we will have to disconnect this machine and take it out. It isn’t working out. It isn’t catching on like we thought.
Appellant also attacks the trial court’s finding that appellee entered into the written lease agreement with the understanding that the lease could be terminated if the appellee became dissatisfied with the equipment. We conclude that this finding is not supported by competent, substantial evidence.
Appellee’s principal testified that he had certain discussions with an agent of appellant and that upon presentation of the written lease agreement it was signed but not read. This clearly is no defense in an action predicated upon a written agreement.
To permit a party, when sued on a written contract, to admit that he signed it but to deny that it expresses the agreement he made or to allow him to admit that he signed it but did not read it or know its stipulations would absolutely destroy the value of all contracts. The purpose of the rule is to give stability to written agreements and to remove the temptation and possibility of perjury, which would be afforded if parol evidence was admissible.
All Florida Surety Company v. Coker, 88 So. 2d 508, 511 (Fla.1956), quoting 12 Am. Jur. Contracts § 137.
Moreover, permitting testimony as to the oral negotiations between the parties violates two well-established legal principles. The first is the parol evidence rule. C. H. Robinson Co. v. L. & M. Brokerage Co., Inc., 344 So. 2d 894 (Fla. 1st DCA 1977). This rule serves as a shield to protect a valid, complete and unambiguous written instrument from any verbal assault that would contradict, add to, or subtract from it, or affect its construction. Sears v. James Talcott, Inc., 174 So. 2d 776 (Fla. 2nd DCA 1965). The trial court made no finding that the lease agreement was ambiguous, incomplete or unclear. Ambiguity, or lack of clarity, must appear on the face of the contract in order for extrinsic evidence to be admissible. Pearson v. Pearson, 342 So. 2d 1018 (Fla. 4th DCA 1977). The second legal principle violated by introduction of testimony as to negotiations is the doctrine of merger. It is established in Florida that presentations, negotiations and conversations which precede and accompany the making of a contract are presumed to have merged in the contract. Windowmaster Corporation v. Jefferson Construction Co., 114 So. 2d 626 (Fla. 3rd DCA 1959).
We therefore reverse the corrected final judgment and remand for the entry of a judgment in favor of appellant for the accelerated rental payments.
REVERSED AND REMANDED.
BERANEK and GLICKSTEIN, JJ., concur.
Cases With Similar Vibessemantic neighbors from the corpus
Citator
Cited By (11 total)
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Milo Allett & Allstate Ins. Co. v. Hill, 422 So. 2d 1047 (Fla. 4th DCA 1982)…tten lease which, whether part of the preliminary negotiations or a separate subsequent condition, plainly violates, respectively, the doctrine of merger and the parol evidence rule which we explored in Carlon, Inc. v. Southland Diversified Company, 381 So. 2d 291 (Fla. 4th DCA 1980). Furthermore, the trial court erred in refusing the requested instruction on corrective measures. See, e.g., City of St. Petersburg v. Reed, 330 So. 2d 256 (Fla. 2d DCA 1976). Without determining whether the doctrine referred to…
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Polk v. Crittenden, 537 So. 2d 156 (Fla. 5th DCA 1989)…which precede or are contemporaneous with the execution of the written documents. All such variances or collateral matters are deemed to be superseded and merged into the written contract and documents. Carlon, Inc. v. Southland Diversified Company, 381 So. 2d 291 (Fla. 4th DCA 1980). Crittenden testified in his deposition and stated in his affidavits that [*160] these understandings were arrived at some time before or contemporaneous with the execution of the contract to purchase the grove. Crittenden argue…
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Quiring v. Plackard, 412 So. 2d 415 (Fla. 3d DCA 1982)…vidence regarding negotiations prior to execution of the mortgage was correctly excluded from this ease. All prior negotiations between the parties merged into the final written evidence of their agreement, Carlon, Inc. v. Southland Diversified Co., 381 So. 2d 291 (Fla. 4th DCA 1980); Financial Federal Savings and Loan Ass’n of Dade County v. Continental Enterprises, Inc., 338 So. 2d 907 (Fla. 3d DCA 1976); Window-master Corp. v. Jefferson Construction Co., 114 So. 2d 626 (Fla. 3d DCA 1959), and parol evidenc…
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Join FLexlaw to unlock all legal intelligenceAuthorities Cited
- ALL Fla. Sur. Co. v. Coker, 88 So. 2d 508 (Fla. 1956)
- Sears v. James Talcott, Inc., 174 So. 2d 776 (Fla. 2d DCA 1965)
- Windowmaster Corp. v. Jefferson Constr. Co., 114 So. 2d 626 (Fla. 3d DCA 1959)
- Pearson v. Pearson, 342 So. 2d 1018 (Fla. 4th DCA 1977)
- C. H. Robinson Co. v. L & M Brokerage Co., Inc., 344 So. 2d 894 (Fla. 1st DCA 1977)