final until disposition of timely filed motion for rehearing.
from the Circuit Court for the Fifteenth Judicial Circuit,
Palm Beach County; Jeffrey Dana Gillen, Judge; L.T. Case No.
A. Gart of Carol A. Gart P.A., Boca Raton, for appellant.
M. Gaché and Scott A. Simon of Shapiro, Fishman &
Gaché, LLP, Boca Raton, for appellees.
the word "sale" mean any sale? The appellees insist
it does not, at least not when the parties did not
contemplate a specific form of a sale when they signed the
contract. However, because this contract is clear and
unambiguous, and not susceptible to multiple meanings, we
conclude it must be applied as written and reverse the
circuit court's judgment.
contract at issue stated that payment would be due if any of
three triggering events occurred, the first event being the
"sale of the property" located at a specific street
address. The appellant argued that this payment obligation
was triggered when the property was sold at a foreclosure
sale. The circuit court disagreed and concluded that the word
"sale" as used in the contract contained a latent
ambiguity, requiring the court to consider parol evidence to
determine whether the parties intended that an involuntary
sale, such as a foreclosure sale, would trigger the payment
appellees argue that "[t]his is a classic case of latent
ambiguity in a contract." In support, they rely
extensively on cases such as Taylor v. Taylor, 183
So.3d 1121, 1122 (Fla. 5th DCA 2015), Florida Power &
Light Co. v. Hayes, 122 So.3d 408, 411 (Fla. 4th DCA
2013), and Riera v. Riera, 86 So.3d 1163, 1166 (Fla.
3d DCA 2012). Indeed, these cases do state that a latent
ambiguity can arise from clear and intelligible language when
"some extrinsic fact or extraneous evidence creates a
need for interpretation or a choice between two or more
possible meanings." Riera, 86 So.3d at 1166.
But that is not what we have here.
Riera, the contract stated that "the parties
shall equally pay for the costs of the minor child's
tuition, books, supplies and any and all other related
expenses," and the parties disputed whether room and
board fit within the phrase "related expenses."
Id. at 1166-67. The Third District concluded that
the language was intelligible on its face but room and board
are material expenses one would expect to be included if the
parties intended to split those costs equally. Id.
Thus, the court held, it "becomes paramount to determine
whether 'any and all other related expenses' refers
to expenses related to tuition, books, and supplies, or
whether it refers to all related expenses associated with
attending college." Id. The court then
concluded that a latent ambiguity exists when "a
contract fails to specify the rights or duties of the parties
under certain conditions or in certain situations."
in Taylor the parties prepared a contract providing
that a Qualified Domestic Relations Order ("QDRO")
would serve as the method for enforcing distribution of the
husband's pension plan. 183 So.3d at 1122. The City of
Orlando Police Department rejected the QDRO and the Fifth
District concluded that rejection qualified "as an
extrinsic fact or extraneous circumstance which altered the
parties' understanding of the means of payment and their
respective duties." Id. at 1123.
in Hayes, this Court held that the contractual
language "lying within the lake" could be applied
in two equally plausible ways. 122 So.3d at 411. We concluded
that the "contract language here is 'susceptible to
two different interpretations, each one of which is
reasonably inferred from the terms of the contract . .
.'" and reversed the court's summary judgment
order. Id. (quoting Miller v. Kase, 789
So.2d 1095, 1097-98 (Fla. 4th DCA 2001)).
facts in the cases upon which the appellees rely are not
comparable to those here. Here, there is no extrinsic fact or
extraneous circumstance that changed the parties'
understanding of the contract. Nor is the contractual
language susceptible to two interpretations. Thus, we
"look to the dictionary for the plain and ordinary
meaning" of the word "sale." See Beans v.
Chohonis, 740 So.2d 65, 67 (Fla. 3d DCA 1999).
Law Dictionary defines "sale" as "[t]he
transfer of property or title for a price."
Sale, Black's Law Dictionary (10th ed.
2014). For "foreclosure sale," Black's Law
Dictionary states "see sale," and then defines the
term within the definition of "sale" as "[t]he
sale of mortgaged property, authorized by a court decree or a
power-of-sale clause, to satisfy a debt."
Foreclosure Sale, Black's Law
Dictionary (10th ed. 2014). Similarly, we have held that
"[i]t would therefore seem that both the common and
legal meanings of the word, 'sale,' indicate a
transfer of title. . ." Martyn v. First Fed. Sav.
& Loan Ass'n of W. Palm Beach, 257 So.2d 576,
579 (Fla. 4th DCA 1971). This includes any transfer of title;
foreclosure sales included.
accept the appellees' position would require us to
rewrite the contract to state "sale of the property,
unless it is a foreclosure sale" or "voluntary sale
of the property." If that is what the appellees
intended, they should have ...