Abbott Labs., Inc. v. General Elec. Capital

• Decision Date: 19 May 2000
• Docket Number: No. 5D99-2129.,5D99-2129.
• Citation: 765 So.2d 737
• Parties: ABBOTT LABORATORIES, INC., Appellant, v. GENERAL ELECTRIC CAPITAL, etc., Appellee.
• Court: Florida District Court of Appeals

765 So.2d 737

ABBOTT LABORATORIES, INC., Appellant, v. GENERAL ELECTRIC CAPITAL, etc., Appellee.

No. 5D99-2129.

District Court of Appeal of Florida, Fifth District.

May 19, 2000.

Rehearing Denied July 19, 2000.

Jose E. Martinez of Martinez & Gutierrez, Miami, and Robert S. Hoofman of Pohl & Short, P.A., Winter Park, for Appellant.

Robert J. Stovash and Matthew W. Bennett of Morlan & Stovash, P.A., Orlando, for Appellee.

PETERSON, J.

Abbott Laboratories, Inc. ("Abbott") appeals a summary final judgment granted to General Electric Capital Corporation ("GECC"). Abbott contends that the contractual obligations enforced by the summary judgment are barred by the statute of limitations of section 95.11(2)(b), Florida Statutes (1997).

The facts are undisputed. On November 1, 1988, GECC and Abbott entered a Vendor Program Agreement (VPA) in which GECC was to provide customer financing in the form of leases and/or secured financing to support Abbott's domestic sales of medical equipment. The VPA provided:

VENDOR PROGRAM AGREEMENT

8. REPRESENTATIONS AND WARRANTIES. [Abbott] hereby represents, warrants and covenants to [GECC] ...

* * *

(e) [Abbott] will not amend, change, settle, or compromise any Transaction without the prior written consent of [GECC];

(f) there are and will be no agreements between [Abbott] or its agents and any Customer in connection with any Transaction, except as contained in any purchase agreement between such Customer and [Abbott] or its agents, ...

* * *

9. INDEMNIFICATION. [Abbott] shall indemnify and hold harmless [GECC], its affiliates, subsidiaries, employees, officers, directors and agents, from and against any and all losses, claims ... or against [GECC], liabilities, demands and expenses whatsoever, including without limitation reasonable attorneys' fees and costs and the loss of Tax Benefits as defined in the applicable Tax Lease and any additional income tax liabilities resulting from the receipt by [GECC] of indemnities pursuant hereto, arising out of or in connection with any breach by [Abbott] of its representations, warranties or obligations hereunder or with any act, failure to act, omission, representation or misrepresentation (including but not limited to those in connection with the sale, use, operation, ownership, possession, servicing, maintenance or repurchase of the Equipment and any related servicing, maintenance or repurchase of the Equipment and any related operating system or application software and agreements and conduct relating thereto) by [Abbott], its affiliates, subsidiaries or dealers or the employees, officers or agents of any of the foregoing....

Ignoring the contractual restraint that there would be no extraneous agreements between Abbott and a customer for whom GECC would provide financing, Abbott entered into a separate agreement with customer Jeff Goodgame, M.D., P.A., in 1992. This separate agreement was entered into without GECC's knowledge. The separate agreement provided that Abbott would refund the purchase price of medical equipment to Goodgame or pay the balance on Goodgame's obligation to GECC if certain financial downfalls impaired Goodgame's medical practice.

Abiding by the terms of the VPA, GECC purchased medical equipment from Abbott and Goodgame leased the medical equipment from GECC. A personal guaranty (the "Goodgame Contract"), was also executed by Goodgame.

More than four years later, Goodgame defaulted on his obligation to GECC and the latter filed a breach of contract claim against Goodgame. Goodgame responded with a counterclaim against GECC for fraud in the inducement, alleging that GECC, together with Abbott, fraudulently induced Goodgame to enter into the Goodgame contract by making the representations, warranties and guaranties contained in the separate agreement with Abbott. Goodgame also filed a third party action against Abbott alleging that the conditions in its separate agreement had occurred and that Abbott was obligated to re-purchase the medical equipment.

GECC then amended its complaint to include two counts against Abbott, one for breach of the VPA by entering into the separate agreement and one for indemnity under the VPA for any amount which GECC was found to be liable to Goodgame. Both parties moved for summary judgment with Abbott specifically arguing that the applicable five year statute of limitation on contracts¹ barred GECC's causes of actions against Abbott. The trial court did not agree with Abbott, finding that GECC's causes of action against Abbott were not barred by the statute of limitations prescribed by section 95.11(2)(b), because the discovery rule was applicable. Under the discovery rule, the cause of action does not accrue until the breach is discovered by the suing party. The trial court then entered the summary final judgment in favor of GECC and against Abbott, finding that Abbott was liable to GECC on both the breach of contract and contract indemnification claims. Although Abbott's breach of the VPA occurred more than five years before GECC...