VOCELLE & BERG, L.L.P., APPELLANT,
v.
IMG CITRUS, INC., CLAUDE EDWARD MEADOWS, III, AS TRUSTEE OF THE CLAUDE E. MEADOWS REVOCABLE LIVING TRUST, AND FRANK H. FEE, III, ESQ., APPELLEES

Fla. 4th DCA | 2013-04-03
No. 4D12-2815
STEVENSON, GERBER and CONNER, JJ., concur.
125 So. 3d 843 Florida District Court of Appeal, Fourth District (2013) Positive Treatment
Cited by 5 cases

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Synopsis

Vocelle & Berg sought to enforce an assignment of escrow funds as security for legal fees against Meadows. The trial court found the assignment created only a security interest rather than an actual assignment based on extrinsic evidence, but the appellate court reversed, holding that the plain language of the assignment unambiguously conveyed the escrow funds to Vocelle & Berg.


Holding

The assignment's plain language unambiguously constitutes an actual assignment of the escrow funds to Vocelle & Berg. The trial court erred in relying on parol evidence and extrinsic documents to contradict the clear language of the assignment, which states 'the undersigned hereby assigns' all sums due from the escrow agent.


Headnotes

[1] When a contract's terms unambiguously express the parties' intent, courts are bound to the four corners of the document and may not resort to extrinsic evidence.

[2] A contract is ambiguous if its words are susceptible to more than one meaning; only then may a court explore parol evidence or engage in interpretation.

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Key Quotes

“When a contract's terms are not susceptible to more than one meaning, a court may not indulge in interpretation or resort to extrinsic evidence.”

Establishes the fundamental rule that unambiguous contracts must be interpreted by their plain language without resort to extrinsic evidence.

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Facts & Procedural History

IMG Citrus obtained a judgment against Claude Edward Meadows, III as trustee and sought garnishment of funds held in escrow by a real estate escrow ag…

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Opinion of the Court
PER CURIAM.

PER CURIAM.

When a contract’s terms are not susceptible to more than one meaning, a court may not indulge in interpretation or resort to extrinsic evidence. Because the terms of the contract at issue are unambiguous, we find that the court below erred in looking outside of the document itself and relying on extrinsic evidence which directly contradicted the terms of the agreement. Accordingly, we reverse. Because we find that the trial court erred here, Vocelle & Berg’s second issue, whether the UCC safe harbor rule was satisfied, is moot and will not be discussed.

IMG Citrus, Inc. (“IMG”) sought relief and was granted a substantial judgment against Claude Edward Meadows, III, as Trustee of Claude E. Meadows Revocable Living Trust (“Meadows”). IMG moved for a Writ of Garnishment pursuant to section 77.03, Florida Statutes (2011), against a real estate escrow agent, alleging that he held property in trust belonging to Meadows.

Vocelle & Berg, L.L.P. (“Vocelle & Berg”), Meadows’s attorneys, filed a third-party affidavit, claiming an interest in the property to be garnished. Vocelle & Berg explained that the funds contained within the escrow account in the possession of the escrow agent belonged to them pursuant to a fee agreement and assignment of property executed by Meadows prior to entry of the judgment. The assignment of property reads:

For ten dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the undersigned hereby assigns, transfers and delivers to Vocelle & Berg, L.L.P., all sums owned by the undersigned, due or which shall become due and owing to the undersigned from [the escrow agent] as escrow agent of the Escrow Agreement dated April 1, 2010 and Escrow Agreement dated April 1, 2010, attached as Exhibit “A” by reason of a certain agreement dated October 7, 2012 by and between the undersigned and Paul R. Berg, Esquire and Vocelle & Berg, LLP attached as Exhibit “B.”

(emphasis added). The trial court found that this language did not constitute an actual assignment of the escrow, but rather created a continued security interest based on the reference to the fee agreement and a UCC financing statement introduced into evidence. We disagree and find that the plain language of the assignment of property demonstrates that it was unambiguously intended to be an assignment of the escrow funds. The reference to the attachment did not create an ambiguity.

When interpreting the intent of the parties in contracting, courts are bound to the four corners of the document if the terms unambiguously express the parties’ intent. Detroit Diesel Corp. v. Atl. Mut. Ins. Co., 18 So.3d 618, 620 (Fla. 4th DCA 2009). A contract is ambiguous if its words are susceptible to more than one meaning. Id. Only then may a court explore parol evidence, indulge in construction, or engage in interpretation. Id.; see *845 also U.S. on Behalf of Small Bus. Admin, v. S. Atl. Prod. Credit Ass’n, 606 So.2d 691, 695 (Fla. 1st DCA 1992) (citing Vienneau v. Metropolitan Life Ins. Co., 548 So.2d 856, 859 (Fla. 4th DCA 1989)).

Here, the plain language of the assignment of property is unambiguous on its face; it specifically explains that “the undersigned hereby assigns.” Mere reference to a separate document does not destroy the clarity of this statement, and the trial court erred in relying on parol evidence to contradict the document’s plain language. Because the terms of the assignment are not susceptible to more than one meaning, we reverse.

Reversed.

STEVENSON, GERBER and CONNER, JJ., concur.


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Citator

Cited By

  • Land Co. OF Osceola Cnty., LLC v. Genesis Concepts, Inc., 169 So. 3d 243 (Fla. 4th DCA 2015)
    …ter of Agreement is not susceptible to more than one meaning. “When a contract’s terms are not susceptible to more than one meaning, a court may not indulge in interpretation or resort to extrinsic evidence.” Vocelle & Berg, LLP v. IMG Citrus, Inc., 125 So. 3d 843, 844 (Fla. 4th DCA 2013). Nevertheless, we note that the evidence presented at trial also supports the conclusion that the contract was valid and binding between the parties. As discussed above, Genesis’s president testified to the contract he enter…
  • Haggin v. Allstate Invs., Inc., 264 So. 3d 951 (Fla. 4th DCA 2019)
    …62 So. 3d 188, 191-92 (Fla. 5th DCA 2015). However, if the agreement is unambiguous, then the plain language of the contract governs and there is no need for parol evidence of the parties’ intent. See Vocelle & Berg, L.L.P. v. IMG Citrus, Inc., 125 So. 3d 843, 844- 45 (Fla. 4th DCA 2013). “Under Florida law, a guaranty for a lease can be continuing, but it must expressly state that it is intended to cover future transactions for the guarantor to be liable for extensions and renewals.” Sheth v. C.C.…

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