ACCELERATION NATIONAL SERVICE CORP., AN OHIO CORPORATION AUTHORIZED TO DO BUSINESS IN FLORIDA, APPELLANT,
v.
BRICKELL FINANCIAL SERVICES MOTOR CLUB, INC., A FLA. CORPORATION, APPELLEE
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Acceleration National Service Corp. appealed a trial court ruling that a service contract with Brickell Financial Services Motor Club, Inc. could not be terminated during its initial three-year term. The appellate court reversed, holding that the plain language of the termination clause—allowing termination "during any term"—clearly permits termination even during the initial term, and that no ambiguity existed requiring consideration of extrinsic evidence.
The termination clause is unambiguous. The plain meaning of "any term" clearly refers to all terms, including the initial three-year term, and therefore the contract was properly terminable by either party during the initial term upon 120 days' notice.
[1] A contract's plain language controls its interpretation in the absence of ambiguity on its face.
[2] Extrinsic evidence may not be considered to interpret a contract unless the language on its face is ambiguous or unclear.
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Join FLexlaw to unlock all legal intelligence“In the absence of an ambiguity on the face of a contract, it is well settled that the actual language used in the contract is the best evidence of the intent of the parties, and the plain meaning of that language controls.”
Establishes the foundational rule that plain contract language controls absent ambiguity
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Join FLexlaw to unlock all legal intelligenceAcceleration and Brickell entered into a written service contract with an initial three-year term. The contract contained a termination clause stating…
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PER CURIAM.
This case involves a dispute between Acceleration National Service Corp. [Acceleration] and Brickell Financial Services Motor Club, Inc. [Brickell] regarding a termination clause in a contract between them. The pertinent portion of the written agreement between the parties concerning duration provided that:
The initial term of this agreement shall be for a period of three (3) years from the date hereinabove. Subsequent to the three (3) year term, this agreement shall be automatically renewed unless either party notifies the other of its intention not to renew no less than one hundred and twenty (120) days prior to the expiration of the then current agreement. It is further agreed that during any term of this agreement that same shall be terminable by either party upon furnishing to the other notice of intent to terminate no less than one hundred twenty (120) days prior to the intended effective termination date, (emphasis added).
The trial court found that the contract termination clause was ambiguous, and that the parties intended the contract not to be terminable during the initial three-year term. We disagree.
Before extrinsic matters may be considered by a court in interpreting a contract, the words used on the face of the contract must be ambiguous or unclear. Hurt v. Leatherby Insurance Co., 380 So. 2d 432 (Fla.1980); Boat Town U.S.A., Inc. v. Mercury Marine Division of Brunswick Corp., 364 So. 2d 15 (Fla. 4th DCA 1978); Gulf Cities Gas Corp. v. Tangelo Park Service Co., 253 So. 2d 744 (Fla. 4th DCA 1971). In the absence of an ambiguity on the face of a contract, it is well settled that the actual language used in the contract is the best evidence of the intent of the parties, and the plain meaning of that language controls. Hurt v. Leatherby Insurance Co., 380 So. 2d 432 (Fla.1980); Arnold v. First Savings & Trust Co., 104 Fla. 545, 141 So. 608 (1932); Carefree Villages, Inc. v. Keating Properties, Inc., 489 So. 2d 99 (Fla. 2d DCA 1986); City of Winter Haven v. Ridge Air, Inc., 458 So. 2d 434 (Fla. 2d DCA 1984); Boat Town U.S.A., Inc. v. Mercury Marine Division of Brunswick Corp., 364 So. 2d 15 (Fla. 4th DCA 1978).
Here, the reference in the termination clause to “any term” clearly refers to the initial three-year term as well as the subsequent three-year terms. See generally, Black’s Law Dictionary 86 (5th ed. 1979) (“any” is “often synonymous with ‘either,’ ‘every,’ or ‘all’ ”); American Heritage Dictionary 117 (rev.ed. 1985) (“any” is defined as “[o]ne or another without restriction or exception”). Thus the termination clause is not ambiguous, and it was error for the trial court to go beyond the face of the contract to consider extrinsic circumstances. The plain meaning of the clause allowed Acceleration to terminate the contract during the initial three-year term.
As to Brickell’s cross-appeal of the trial court’s finding that application of the contract to used cars was deleted by acquiescence, we find that there was substantial competent evidence to support the trial judge’s finding and affirm.
Accordingly, we reverse as to the trial court’s finding that the contract was improperly terminated, and affirm as to the finding that the used car provision was effectively deleted.
Reversed in part, affirmed in part.
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Emergency Assocs. OF Tampa, P.A. v. Joseph A. Sassano, D.O., 664 So. 2d 1000 (Fla. 2d DCA 1995)…contract, it is well settled that the actual language used in the contract is the best evidence of the intent of the parties, and the plain meaning of that language controls.” Acceleration Nat’l Serv. Corp. v. Brickell Fin. Servs. Motor Club, Inc., 541 So. 2d 738, 739 (Fla. 3d DCA), review denied, 548 So. 2d 662 (Fla.1989). Thus, when the terms of a voluntary contract are clear and unambiguous, as here, the contracting parties are bound by those terms, and a court is powerless to rewrite the contract to make…
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Fecteau v. Se. Bank, N.A., 585 So. 2d 1005 (Fla. 4th DCA 1991)…Mai Kai, Inc., 413 So. 2d 458 (Fla. 4th DCA 1982). In the absence of ambiguity, the language itself is the best evidence of the parties’ intent and its plain meaning controls. Acceleration Nat’l Serv. Corp. v. Brickell Fin. Servs. Motor Club, Inc., 541 So. 2d 738 (Fla. 3d DCA), rev. denied, 548 So. 2d 662 (Fla.1989). On the other hand, “[w]hen a contract is ambiguous and the parties suggest different interpretations, the issue of the proper interpretation is an issue of fact requiring the submission of evid…
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Green v. Life & Health OF Am., 704 So. 2d 1386 (Fla. 1998)…. 608 (1932); People’s Savings Bank & Trust Co. v. Landstreet, 80 Fla. 853, 87 So. 227 (1920); Atlanta & St. Andrews Bay Ry. v. Thomas, 60 Fla. 412, 53 So. 510 (1910); see also Acceleration Nat’l Serv. Corp. v. Brickell Fin. Servs. Motor Club, Inc., 541 So. 2d 738 (Fla. 3d DCA 1989); Carefree Villages, Inc. v. Keating Properties, Inc., 489 So. 2d 99 (Fla. 2d DCA 1986); Boat Town U.S.A., Inc. v. Mercury Marine Div. of Brunswick Corp., 364 So. 2d 15 (Fla. 4th DCA 1978); United States ex rel. Small Business Admi…
Previewing 3 of 33 citing cases — full citator treatment, depth of discussion, and citing context are member features.
Join FLexlaw to unlock all legal intelligenceAuthorities Cited
- Nolan Hurt and Florence Hurt v. Leatherby Ins. Co., 380 So. 2d 432 (Fla. 1980)
- Cassie Ethel Arnold v. First Sav. & Tr. Co. of Tampa, 104 Fla. 545 (Fla. 1932)
- Cherie B. Gardner v. Volusia Cnty., 253 So. 2d 744 (Fla. 1st DCA 1971)
- Boat Town U. S. A., Inc. v. Mercury Marine Div. OF Brunswick Corp., 364 So. 2d 15 (Fla. 4th DCA 1978)
- Hunter v. State, 364 So. 2d 15 (Fla. 1st DCA 1978)
- Carefree Villages, Inc. v. Keating Props., Inc., 489 So. 2d 99 (Fla. 2d DCA 1986)
- City OF Winter Haven v. Ridge AIR, Inc., 458 So. 2d 434 (Fla. 2d DCA 1984)