H.R. MCARTHUR AND SALVATORE REINA, APPELLANTS,
v.
A.A. GREEN & COMPANY OF FLORIDA, INC., ETC., APPELLEE

Fla. 3d DCA | 1994-05-24
Nos. 93-2704, 93-2706
Before HUBBART, GERSTEN and GODERICH, JJ.
637 So. 2d 311 Florida District Court of Appeal, Third District (1994) Positive Treatment
Cited by 18 cases

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Synopsis

This appeal concerns the interpretation of an employment contract between two employees and A.A. Green & Company of Florida, Inc. The trial court found the contract was terminable at will, but the appellate court reversed, holding that the contract required cause for termination and that the trial court's interpretation rendered other contract provisions meaningless.


Holding

The contract was not terminable at will; the employer could only terminate employment for cause as listed in paragraph 6. The term 'reason' in paragraph 7(c) refers to a cause-based reason not listed in paragraph 6, not to termination without cause. The trial court's interpretation would render paragraphs 6 and 20(b) meaningless.


Headnotes

[1] A contract must be construed as a whole to give effect to all of its provisions if reasonably possible.

[2] Contractual provisions that provide for termination for cause and for arbitration of termination disputes render meaningless an interpretation of the contract as terminab…

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Key Quotes

“We construe the term "reason" in the emphasized portion of this paragraph to mean a reason based on cause, albeit a cause not listed in paragraph 6 — not, as the trial court concluded, to mean a reason having nothing to do with cause at all.”

Establishes the court's interpretation of paragraph 7(c) and rejection of the at-will termination doctrine

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Facts & Procedural History

H.R. McArthur and Salvatore E. Reina were employed under a contract that specified reasons for termination in paragraph 6, including habitual neglect,…

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Opinion of the Court
PER CURIAM.

PER CURIAM.

This is a consolidated appeal by the plaintiffs H.R. McArthur and Salvatore E. Reina from adverse final summary judgments entered below in parallel actions for breach of contract. The trial court concluded that this was a terminable-at-will employment contract and that, consequently, the plaintiffs were not entitled, as claimed, to any damages for future salary compensation upon their termination without cause. We reverse and remand for further proceedings.

We cannot agree with the trial court that paragraph 7(c) of the employment con tract sued upon authorizes a termination of the plaintiffs’ employment without cause. To the contrary, paragraph 6 of the contract authorizes the defendant employer A.A. Green and Company of Florida, Inc. to terminate the employment agreement only for cause, namely, the plaintiffs’ (a) habitual neglect of their employment duties, (b) dishonesty or illegal conduct, (c) material breach of any of their obligations pursuant to the agreement, (d) death, or (e) violation of the noncompete provisions of the agreement. Moreover, paragraph 20(b) of the agreement authorizes arbitration in the event the plaintiffs’ employment is terminated by the defendant employer for the stated reasons of habitual neglect, dishonesty or illegal conduct; thus, review of the defendant employer’s termination of the employment agreement for these reasons is expressly provided for at the request of the plaintiffs.

Paragraph 7(c) of the agreement, in turn, provides that

“[i]f the [e]mployer terminates this [a]greement for any reason other than the reasons listed in paragraph 6 above, or the [ejmployee terminates this [ajgreement, or this [ajgreement is terminated pursuant to subparagraphs 6(a)-6(c) [termination based on plaintiffs habitual neglect of employment duties, dishonesty or illegal conduct, or a material breach of any of plaintiffs’ obligations under this agreement], then the [ejmployer shall pay to the [ejm-ployee [salary through termination and certain noncompete compensation], but no further compensation of any kind shall be payable hereunder.”

(emphasis added).

We construe the term “reason” in the emphasized portion of this paragraph to mean a reason based on cause, albeit a cause not listed in paragraph 6 — not, as the trial court concluded, to mean a reason having nothing to do with cause at all.

We reach this result because any other construction renders paragraphs 6 and 20(b) of the agreement entirely meaningless as a practical matter. If, as the trial court concluded, the defendant employer could terminate the agreement and dismiss the plaintiffs based on no cause whatever and still not be liable to the plaintiffs for any further salary compensation other than through the date of termination, such a no-cause termination would be resorted to in all cases. There would be no financial incentive whatever for the defendant employer to terminate the plaintiffs’ employment for any of the stated causes provided in paragraph 6 because such a termination could later be adjudged wrongful in arbitration proceedings, as provided in paragraph 20(b), or in a breach of contract action in court, resulting in a possible damage award to the plaintiffs for future salary compensation under the agreement. A termination without cause, on the other hand, would absolutely guarantee that no such future damages could ever be obtained and obviously would be resorted to by the defendant employer in all cases, thereby rendering paragraphs 6 and 20(b) of the agreement entirely superfluous. Stated differently, paragraphs 6 and 20(b) of the contract militate against construing the instant agreement as an employment contract terminable at will, else these paragraphs become virtual dead letters. Clearly, we are constrained by law to construe a contract as a whole so as to give effect, as here, to all provisions of the agreement if it can be reasonably done. Paddock v. Bay Concrete Indus., Inc., 154 So. 2d 313, 315-16 (Fla. 2d DCA 1963); see American Medical Int’l, Inc. v. Scheller, 462 So. 2d 1, 7-8 (Fla. 4th DCA 1984), rev. denied, 471 So. 2d 44 (Fla.), cert. denied, 474 U.S. 947, 106 S.Ct. 345, 88 L.Ed.2d 292 (1985); see also Insurance Co. of N. Am. v. Stevens, 425 F. 2d 704, 705 (5th Cir.1970).

The final summary judgment under review is therefore reversed and the cause is remanded to the trial court for further proceedings.

Reversed and remanded.


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Citator

Cited By (11 total)

  • Inter-Active Servs., Inc. v. Heathrow Master Ass'n, Inc., 721 So. 2d 433 (Fla. 5th DCA 1998)
    …an interpretation that gives effect to all of its provisions, the court should select that interpretation over an alternative interpretation that relies on negation of some of the contractual provisions. McArthur v. A.A Green & Co. of Florida, Inc., 637 So. 2d 311, 312 (Fla. 3d DCA 1994). Appellant made a substantial monetary investment in consideration for the exclusive right to install system components and provide monitoring services. At the time that Appellant began providing monitoring services, there w…
  • Perez-Gurri Corp. v. McLeod, 238 So. 3d 347 (Fla. 3d DCA 2017)
    …stein, 856 So. 2d 1079, 1081 (Fla. 5th DCA 2005) ). "[W]e are constrained by law to construe a contract as a whole so as to give effect, as here, to all provisions of the agreement if it can be reasonably done." McArthur v. A.A. Green & Co. of Fla., 637 So. 2d 311, 312 (Fla. 3d DCA 1994). We agree with the trial court that the contract between the City and the General Contractor expressly provides that the General Contractor waived its right to seek delay damages. But the question is whether the parties cont…
  • Land O'Sun Realty Ltd. v. Rewjb GAS Invs., 685 So. 2d 870 (Fla. 3d DCA 1996)
    …thing before would unacceptably render the preceding language completely superfluous, contrary to the rule [*872] of construction and of common sense that every provision is deemed to serve some useful purpose. See H.R. McArthur v. A.A. Green & Co., 637 So. 2d 311, 312 (Fla. 3d DCA 1994); Hillsborough County Aviation Auth. v. Cone Bros. Contracting Co., 285 So. 2d 619, 621 (Fla. 2d DCA 1973); Royal Am. Realty, Inc. v. Bank of Palm Beach & Trust Co., 215 So. 2d 336, 338 (Fla. 4th DCA 1968). The internal confli…

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