Beans v. Chohonis, No. 98-2239

• Decision Date: 07 July 1999
• Docket Number: No. 98-10., No. 98-1582, No. 98-2239
• Parties: Warren R. BEANS, Robert L. Beans and Bay Plumbing Company, Inc., Appellants, v. James P. CHOHONIS, Jr., Appellee.
• Court: Florida District Court of Appeals

740 So.2d 65

Warren R. BEANS, Robert L. Beans and Bay Plumbing Company, Inc., Appellants, v. James P. CHOHONIS, Jr., Appellee.

Nos. 98-2239, 98-1582, 98-10.

District Court of Appeal of Florida, Third District.

July 7, 1999.

Rehearing Denied September 29, 1999.

Sutton & Montoto and John R. Sutton, Miami, for appellants.

Weissman, Dervishi, Shepherd, Borgo & Nordlund and John Borgo, Miami, for appellee.

Before LEVY, GODERICH, and FLETCHER, JJ.

PER CURIAM.

Warren R. Beans, Robert L. Beans, and Bay Plumbing Company, Inc. [Bay Plumbing], defendants below, appeal final judgments for damages, attorney's fees, and costs, entered against them in an action for breach of contract brought by plaintiff, James P. Chohonis, Jr. Chohonis cross-appeals from the judgment awarding him attorney's fees, contending the trial court committed various errors which resulted in an insufficient award. We reverse the judgments.¹

Warren Beans, the founder and sole owner of Bay Plumbing entered into an agreement with his son, Robert L. Beans, and his son-in-law, Chohonis, both of whom were employees of Bay Plumbing. The agreement provided essentially for Warren Beans to transfer his entire stock in the company, one-half each to Robert and Chohonis by the end of ten years, the transferrals to be made incrementally. However, the agreement contains a proviso which forms the basis for this litigation:

"If James P. Chohonis, Jr. or Robert L. Beans should leave the employment of Bay Plumbing Co., Inc. for any reason during the period of ten (10) years from the date of this agreement, they agree to return the stock acquired by gift to the giver."

Approximately six years into the agreement Warren Beans gave written notice terminating Chohonis' employment.² Pursuant to the stock return provision of the agreement Warren Beans subsequently demanded that Chohonis return all stock which had to that date been transferred to him. Chohonis then filed this action setting forth claims for specific performance of the stockholder agreement, breach of the stockholder agreement, unpaid wages, quantum meruit, and access to documents under section 607.160, Florida Statutes (1995). Bay Plumbing counterclaimed for an accounting, breach of the stockholder agreement, unjust enrichment, fraud and declaratory relief.

Prior to trial the parties requested the trial court to construe the agreement to determine whether or not the "leave the employment ... for any reason" language included both voluntary and involuntary terminations of employment. Bay Plumbing contended that an involuntary leaving of employment was intended to be included within the language's meaning thus requiring Chohonis to return the stock. Chohonis, of course, took the opposite view. The trial court concluded that the wording was ambiguous and allowed parol evidence in regard to its meaning. Ultimately Chohonis prevailed on his claims.

We conclude that in declaring the contract language ambiguous the trial court departed from the principle of contract interpretation which requires that the words used by the parties must be given their plain and ordinary meaning.³ See e.g. Rupp Hotel Operating Co. v. Donn, 158 Fla. 541, 29 So.2d 441 (1947); Pol v. Pol, 705 So.2d 51 (Fla. 3d DCA 1997), cert. denied, 717 So.2d 536 (Fla. 1998); Specialty Restaurants Corp. v. City of Miami, 501 So.2d 101 (Fla. 3d DCA 1987). One looks to the dictionary for the plain and...