GSD CONTRACTING, LLC

v.

ALL AMERICAN BUILDERS & DEBRIS REMOVAL, INC.

DISTRICT COURT OF APPEAL OF THE STATE OF FLORIDA

FOURTH DISTRICT

GSD CONTRACTING, LLC, Appellant,

V.

ALL AMERICAN BUILDERS & DEBRIS REMOVAL, INC., Appellee.

No. 4D2024-3286

[October 14, 2026]

Appeal from the Circuit Court for the Seventeenth Judicial Circuit, Broward County; John B. Bowman, Judge; L.T. Case No. 062021CA012822AXXXCE.

Andrew V. Cobbe, Douglas J. Clarke, and Oscar E. Soto of Soto Law Group, P.A., Fort Lauderdale, for appellant.

Wayne R. Atkins of Xander Law Group, P.A., Miami, for appellee.

LEVINE, J.

Appellant GSD Contracting, LLC (“GSD”) appeals a final judgment requiring it to pay appellee All American Builders & Debris Removal, Inc. (“All American”) a total of $116,882.98 for breach of contract. We find no error in awarding to All American a $71,582.98 retainage in accordance with the plain language of the subcontract. Thus, we affirm as to this amount. However, we reverse that portion of the judgment that awarded $45,300 for work that had not yet been performed. In fact, All American concedes this amount was never sought and was not recoverable under the subcontract's plain language.

All American was a subcontractor hired to provide framing, drywall, insulation, and acoustical ceiling tiles on a five-story hotel project. After the original general contractor was terminated, GSD was hired as the replacement general contractor.

The pertinent sections of the subcontract include section 16.6, which contained a termination for convenience provision:

Termination for Convenience. Contractor reserved the right to terminate this Subcontract and all rights and obligations hereunder, without cause, and at Contractor's sole discretion and convenience. In the event of a termination pursuant to this section, Subcontractor shall be entitled to recover its partial and final payment for all Subcontract Work performed through the date of termination, as well as costs incurred due to the termination (demobilization) but in no event shall be entitled to payment for any Subcontract Work not performed, including profit that would have been realized on the Work not yet performed.

(emphasis added). Additionally, section 11.3 of the subcontract, which addressed the retainage, stated:

Partial Payments. Partial payments for or on account of the Subcontract Work shall be made by the Contractor to Subcontractor as the Subcontract Work progresses, in accordance with the payment schedule set forth in this Section. In making any partial payments, there shall be retained ten percent (10%) of the estimate on which partial payment is made until ninety (90) days after the final completion of the Project.

(emphasis added).

At the time GSD took over, All American had completed approximately 93.9% of its contractual work, and All American was owed a $71,582.98 retainage. All American had not finished its work because other trades needed to complete their work first.

At some point before the work was completed, the project suffered from significant mold issues due to water intrusion. All American then refused to complete the remainder of the work unless the mold was properly remediated to ensure the safety of its workers. GSD claimed that it performed sufficient remediation by removing certain areas of drywall and completing limited mold testing. All American believed GSD's remediation efforts were insufficient because GSD never hired an industrial hygienist or prepared a formal remediation plan. GSD ultimately terminated All American from the project and never paid All American a $71,582.98 retainage for work already performed.

All American sued GSD for breach of contract, seeking the $71,582.98 retainage. During trial, All American's owner testified that All American

was seeking to recover only the retainage amount and was not seeking the $45,300 for unperformed work. The trial court found GSD breached the subcontract by (1) failing to pay All American for work performed as required under the subcontract, and (2) failing to properly remediate the mold as required by an exhibit to the subcontract. Nevertheless, the trial court awarded All American $116,882.98, which consisted of the $71,582.98 retainage plus $45,300 in unperformed work. This appeal follows.

The interpretation of a contract is reviewed de novo. Klinow v. Island Ct. at Boca W. Prop. Owners' Ass'n, 64 So. 3d 177, 180 (Fla. 4th DCA 2011). “Where the language of a contract is clear and unambiguous, the court can give to it no meaning other than that expressed.” Flaim v. Flaim, 417 So. 3d 1, 3 (Fla. 4th DCA 2025) (quoting Nawaz v. Universal Prop. & Cas. Ins. Co., 91 So. 3d 187, 188 (Fla. 4th DCA 2012)).

GSD argues the trial court erred in finding that GSD breached the subcontract. Contrary to GSD's contention, the plain language of the subcontract supports the trial court's finding that GSD breached the subcontract by failing to pay All American the $71,582.98 retainage for work it completed before its termination. Section 11.3 of the subcontract expressly provides that 10% of each partial payment “shall be retained until ninety (90) days after the final completion of the Project.” Because the project was completed in 2023, the 90-day period has long since expired, making the $71,582.98 retainage immediately payable.

Significantly, the subcontract does not contain a termination for cause provision or any other pertinent provision permitting GSD to withhold or retain All American's retainage following a termination. Section 11.3 establishes when the retainage becomes payable—90 days after final completion of the project—while section 16.6 expressly provides that All American “shall be entitled to recover its partial and final payment for all Subcontract Work performed through the date of termination . . . .” Nothing in the subcontract provides that GSD may thereafter withhold the retainage based on an alleged default by All American. Thus, the subcontract provides no contractual basis for GSD to keep the $71,582.98 retainage.¹

Because we affirm based on GSD's breach by failing to pay for work performed, we need not reach the merits of whether GSD in fact also breached the subcontract by failing to sufficiently remediate the mold

issue. See Kelley v. Mutnich, 481 So. 2d 999, 1000 (Fla. 4th DCA 1986) (stating that where a final judgment is based on several grounds, affirmance is warranted if the record supports any one of those grounds).

Finally, reversal is nevertheless warranted as to the trial court's award of $45,300 for unperformed work. The complaint sought only $71,582.98 in damages for the nonpayment of the retainage. Additionally, as All American concedes, All American's owner testified to seeking only the retainage, and the subcontract prohibits recovery for unperformed work. Specifically, we note section 16.6 of the subcontract provides that All American shall not “be entitled to payment for any Subcontract Work not performed, including profit that would have been realized on the Work not yet performed.”

In summary, we affirm the trial court's finding of breach of contract by GSD for failing to pay All American the $71,582.98 retainage, reverse as to the $45,300 in unperformed work, and remand for the trial court to enter a final judgment consistent with this opinion.

Affirmed in part, reversed in part, and remanded.

KLINGENSMITH and LOTT, JJ., concur.

* * *

Not final until disposition of timely-filed motion for rehearing.