LOYOLA DEVELOPMENT LIMITED COMPANY, ETC., APPELLANT,
v.
M.J. ANDERSON CONSTRUCTION CORPORATION, APPELLEE
AI-generated. These summaries, headnotes, and key points are machine-generated and may contain errors or omissions. Always verify against the full opinion text below. Not legal advice.
Loyola Development challenges orders compelling arbitration of its dispute with Anderson Construction over a luxury resort development project. The court reversed the arbitration orders, finding the contract documents hopelessly ambiguous regarding whether disputes should be arbitrated or litigated, and remanded for an evidentiary hearing to determine the parties' intent.
The court reversed the orders compelling arbitration, holding that the contract documents are hopelessly ambiguous as to whether disputes must be arbitrated or litigated, and that an evidentiary hearing is necessary to determine the parties' actual intent regarding dispute resolution.
[1] A court must conduct an evidentiary hearing to determine the parties' intent regarding arbitration when contract documents are ambiguous.
[2] A letter agreement governing the interpretation of conflicting contract documents controls over subsequent owner/contractor agreements.
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“the original letter agreement and the owner/contraetor agreements, with the supplements, contain conflicting provisions as to the settlement of disputes (whether by litigation or arbitration) and that the provisions relating to litigation govern over those relating to arbitration”
Loyola's primary argument that the letter agreement's litigation provisions should control over the owner/contractor agreements' arbitration clauses
Previewing 1 of 3 key quotes on this case — the court’s exact language, pinpointed for members.
Join FLexlaw to unlock all legal intelligenceLoyola and Anderson entered into a letter agreement for Anderson to serve as general contractor for the Grand Bay Resort in Key Biscayne. Two owner/co…
The full statement of facts, procedural history, and disposition for this case are member content.
Join FLexlaw to unlock all legal intelligence© FLexlaw, Inc. — AI-generated enrichments are proprietary. All rights reserved.
Explore caselaw by topic → Browse Fraudulent Lien cases and more on FLexlaw
FLETCHER, Judge.
Loyola Development Limited Company [Loyola] seeks review of orders compelling arbitration in an action against a general contractor, M.J. Anderson Construction Corporation [Anderson], We reverse the orders and remand the cause with instructions to the trial court.
Loyola and Anderson entered into a letter agreement for Anderson to act as a general contractor for the construction in Key Biscayne of a luxury development known as Grand Bay Resort. The letter agreement called for the parties to enter into a standard form owner/eontractor agreement which would be subject to the conditions of the letter agreement providing for any inconsistency, conflict, or discrepancy among the contract documents to be controlled by the letter agreement. Two owner/contractor agreements were entered into, both of which contained a paragraph requiring that all claims and disputes relating to them be decided by arbitration. On the other hand, there was no mention of arbitration in the letter agreement. Supplemental conditions attached to each owner/contractor agreement provided that if either party “is forced to submit a dispute to a court of law, or is forced to seek the assistance of a court of law to enforce its rights hereunder, then the prevailing party in such litigation” may recover costs and attorney’s fees. Venue for any such litigation was established in Dade County. A second supplemental condition provided for the supplemental conditions (and not the letter agreement) to govern any conflicts with the terms and conditions of the other contract documents.
After several months on the job, Loyola and Anderson ran into difficulties over alleged overruns and other financial matters. In an effort to resolve the difficulties, a new letter agreement was entered into, the meaning of which has been disputed. Loyola claims it is a severance agreement that terminated Anderson’s services while Anderson claims that .the new letter agreement was intended solely to bring payments up to date. Anderson refused to vacate the construction site and Loyola responded by filing suit for breach of oral agreement, declaratory relief, trespass, fraudulent lien, accounting, misappropriation of funds, and fraud. Anderson countered with motions to compel arbitration and to stay the proceedings. The trial court granted both motions and this appeal resulted.
Loyola' contends that the original letter agreement and the owner/contraetor agreements, with the supplements, contain conflicting provisions as to the settlement of disputes (whether by litigation or arbitration) and that the provisions relating to litigation govern over those relating to arbitration, thus there is no right to arbitration and the trial court’s orders are in error. Anderson contends, in support of the trial court’s orders, that these documents when read together unambiguously call for arbitration of all the issues.
Our review of the contract documents leads us to the conclusion that the cobbled-together documents are hopelessly ambiguous. It would appear that some issues are intended to be subject to arbitration, although not all issues. Which issues were intended to be arbitrated needs to be sorted out. However, in order to arrive at the intention of the parties, an appropriate evidentiary hearing on that issue is required as was ordered in Gannon Construction & Design Co. v. McKeon, 697 So. 2d 224 (Fla. 3d DCA 1997). Accordingly the orders under review are reversed and the cause remanded for further proceedings.
Cases With Similar Vibessemantic neighbors from the corpus
Citator
Cited By
-
Davis v. Flowers Baking Co. OF Miami, Inc., 767 So. 2d 1268 (Fla. 3d DCA 2000)…ng that the agreement is ambiguous as to some of the territories to be served by Davis,1 we reverse the summary judgment and remand for the taking of evidence to resolve the ambiguity. See Loyola Development Ltd., Co. v. M.J. Anderson Constr. Corp., 711 So. 2d 1336 (Fla. 3d DCA 1998); Gannon Constr. & Design Co. [*1269] v. McKeon, 697 So. 2d 224 (Fla. 3d DCA 1997). Reversed and remanded. . The “Description of Territory'' states: “TERRITORY: DISTRIBUTOR: DAVIS, DAVID W. SECTION I: Territory begins at the i…
-
The Sunrise Club, Inc. v. Shapo, Freeman & Bloom, P.A., 790 So. 2d 1231 (Fla. 3d DCA 2001)…hether the appellants and the appellees intended to arbitrate the issues which are the subject of the instant action. See Seifert v. U.S. Home Corp., 750 So. 2d 633 (Fla.1999); Loyola Development Limited Company v. M.J. Anderson, Construction Corp., 711 So. 2d 1336 (Fla. 3d DCA 1998); Reversed and remanded.…
Authorities Cited
- Gannon Constr. & Design Co. v. McKEON, 697 So. 2d 224 (Fla. 3d DCA 1997)