Bouden v. Walker
| Decision Date | 15 September 1972 |
| Docket Number | No. 71--736,71--736 |
| Parties | Rosemary BOUDEN, Appellant, v. John WALKER, Appellee. |
| Court | Florida District Court of Appeals |
Robert W. Beaudry, of Lyons & Beaudry, Sarasota, for appellant.
No appearance for appellee.
Appellant Rosemary Bouden, defendant below, seeks reversal of a final judgment, entered after a non-jury trial, awarding appellee John Walker, plaintiff below, the sums found due under an employment contract.
The parties had entered into a one year employment contract, effective August 1, 1965, providing in part:
The parties agreed that 'gross profit' meant the gross sales price less manufacturer's cost.
From August 1, 1965, through June 1, 1966, Bouden, whose attorney prepared the contract, computed the commission by deducting the manufacturer's cost from the gross sales price to arrive at the 'gross profit'. The gross profit was then divided by three, and then five per cent was subtracted from the one-third of the gross profit. In March or April, 1966, Walker objected to the method used, contending that the five per cent should have been deducted from the gross profit and then his one-third share determined, rather than deducting the five per cent from his one-third.
Bouden contends that the language of the contract was ambiguous and that the court should have looked to the construction of the contract made by the parties. While the trial Judge made no findings nor gave any reason for his holding, it is clear that he rejected appellant's argument since this was the precise point raised in appellant's motion for new trial.
It is a well recognized rule that in construing a contract where the terms are uncertain or doubtful, the interpretation placed upon it by the parties may be considered by the Court where it is not wholly at variance with the principles of correct legal interpretation of the terms of the contract, Orlando Orange Groves Co. v. Hale, 1935, 119 Fla. 159, 161 So. 284; Mileage Realty Company, Inc. v. Miami Parking Garage, Inc., Fla.App.1962, 146 So.2d 403; Pembroke Park Lanes, Inc. v. High Ridge Water Co., Fla.App.1965, 178 So.2d 37.
But there are other legal principles which must also be considered by the Court in construing a contract. A fundamental rule is that where the language is ambiguous or doubtful, such language should be construed against the party who drew the contract or chose the wording, Florida State Turnpike Authority v. Industrial Construction Company, Fla.App.1961, 133 So.2d 115; Nat Harrison Associates, Inc. v. Florida Power & Light Company, Fla.App.1964, 162 So.2d 298; 7 Fla.Jur., Contracts, § 87.
Another well-rooted principle is...
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...provisions. American Agronomics Corp. v. Ross, 309 So.2d 582 (Fla. 3d DCA), cert. denied, 321 So.2d 558 (Fla.1975); Bouden v. Walker, 266 So.2d 353 (Fla. 2d DCA 1972). The court may also consider the conduct of the parties through their course of dealings to determine the meaning of the wri......
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...(Fla.1953) (construction of contract giving one party unfair or unreasonable advantage over the other is to be avoided); Bouden v. Walker,266 So.2d 353 (Fla.App.1972). 11 Zim's retained power to disapprove changes, therefore, has to be exercised within a reasonable time and in a reasonable ......
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