BIANCHI'S FROM ROMA, INC., A FLORIDA CORPORATION, APPELLANT,
v.
BIG FIVE CLUB, INC., A FLORIDA CORPORATION NOT FOR PROFIT, APPELLEE
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Bianchi's From Roma appealed summary judgment dismissing its breach of contract action against Big Five Club. The court reversed, holding that a release executed simultaneously with a written agreement created a genuine issue of material fact regarding the parties' intent, precluding summary judgment and requiring parol evidence.
The release did not, as a matter of law, extinguish the parties' obligations under the written agreement. A genuine issue of material fact exists regarding whether the parties intended the release to extinguish their mutual obligations, and parol evidence is admissible to resolve this conflict between the two simultaneous instruments.
[1] When a written agreement and a simultaneously executed release present an apparent conflict regarding the parties' intent, parol evidence is admissible to clarify that in…
[2] A genuine issue of material fact exists as to whether parties intended a release to extinguish obligations under a simultaneously executed agreement when such a result ap…
Previewing 2 of 3 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“a release which was signed simultaneously by the parties with the written agreement sued upon [thereby requiring that both of these instruments be construed together in determining the parties' intent] did not, as a matter of law, extinguish the parties' obligations to each other under the written agreement”
Establishes the core holding that simultaneous execution of conflicting instruments creates ambiguity requiring fact-finding rather than summary judgment
Previewing 1 of 3 key quotes on this case — the court’s exact language, pinpointed for members.
Join FLexlaw to unlock all legal intelligenceBianchi's From Roma and Big Five Club executed a written agreement imposing mutual obligations on the parties. Simultaneously with this agreement, the…
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PER CURIAM.
This is an appeal by the plaintiff Bianehi’s From Roma, Inc. from an adverse final summary judgment in an action to collect funds allegedly due under a written agreement with the defendant Big Five Club, Inc. Contrary to the trial court’s determination, we conclude that a release which was signed simultaneously by the parties with the written agreement sued upon [thereby requiring that both of these instruments be construed together in determining the parties’ intent] did not, as a matter of law, extinguish the parties’ obligations to each other under the written agreement. We reach this result because, on this record, a genuine issue of material fact is presented as to whether the parties intended this result, as to which issue parol evidence would be admissible, given the obvious conflict between the written agreement which purports to impose mutual obligations on the parties and the simultaneously executed release which purports to extinguish all claims the parties have against one another. There is at least some evidence in this record tending to show that the parties did not intend such an apparently irrational result. This being so, a summary judgment for the defendant was entirely inappropriate. Central Natl Bank v. Palmer, 806 F.Supp. 253, 256 (M.D.Fla.1992); Langner v. Charles A Binger, Inc., 503 So. 2d 1362,1364 (Fla. 3d DCA 1987); Westchester Fire Ins. Co. v. In-Sink-Erator, 252 So. 2d 856, 858 (Fla. 4th DCA 1971); Commercial Trading Co. v. Zero Food Storage, Inc., 199 So. 2d 109, 112 (Fla. 3d DCA), cert. denied, 204 So. 2d 332 (Fla.1967); Hughes v. Professional Ins. Corp., 140 So. 2d 340, 345 (Fla. 1st DCA), cert. denied, 146 So. 2d 377 (Fla.1962).
The final summary judgment under review is therefore reversed and the cause is remanded to the trial court for further proceedings.
Cases With Similar Vibessemantic neighbors from the corpus
Citator
Cited By
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Onewest Bank v. Palmero, 283 So. 3d 346 (Fla. 3d DCA 2019)
Authorities Cited
- Westchester Fire Ins. Co. v. In-Sink-Erator, 252 So. 2d 856 (Fla. 4th DCA 1971)
- Commercial Trading Co., Inc. v. Zero Food Storage, Inc., 199 So. 2d 109 (Fla. 3d DCA 1967)
- Flood v. Flood, 140 So. 2d 340 (Fla. 2d DCA 1962)
- Langner v. Charles A. Binger, Inc., 503 So. 2d 1362 (Fla. 3d DCA 1987)
- Tarlow v. Heimholtz, 204 So. 2d 332 (Fla. 1967)
- Wheatland Hills Corp. v. Morton, 204 So. 2d 332 (Fla. 1967)
- Posey v. Aber Co., 146 So. 2d 377 (Fla. 1962)
- Tessier v. Builders Prods. Co., 146 So. 2d 377 (Fla. 1962)
- Cent. Nat'l Bank v. Palmer, 806 F. Supp. 253 (M.D. Fla. 1992)