DEC Elec., Inc. v. Raphael Const. Corp.
| Decision Date | 22 March 1990 |
| Docket Number | No. 73938,73938 |
| Citation | 558 So.2d 427 |
| Parties | 15 Fla. L. Weekly S161 DEC ELECTRIC, INC., Petitioner, v. RAPHAEL CONSTRUCTION CORPORATION, Respondent. |
| Court | Florida Supreme Court |
Alexander J. Williams, Jr. and Alan C. (Peter) Brandt, Jr. of Chappell & Brandt, P.A., Fort Lauderdale, for petitioner.
Stuart H. Sobel and Martin A. Feigenbaum of Sobel & Sobel, P.A., Miami, for respondent.
We review DEC Electric, Inc. v. Raphael Construction Corp., 538 So.2d 963 (Fla. 4th DCA 1989), in which the district court certified the following question as one of great public importance Must all payment provisions in contracts between contractors and subcontractors or suppliers that concern a condition or time of payment provision be construed as a matter of law?
Id. at 965. We have jurisdiction. Art. V, § 3(b)(4), Fla. Const. We answer the certified question in the affirmative and approve the result reached by the district court.
This suit involves a subcontractor's claim for moneys due for work done on a construction project when the general contractor refused to pay because it had not been paid by the owner. DEC Electric, Inc. (DEC), subcontracted with Raphael Construction Corporation, the general contractor, to perform various electrical jobs on a construction project. The owner subsequently shut down the project. It is undisputed that DEC satisfactorily performed its work and is owed a total of $25,612 plus interest. Raphael Construction refused to pay DEC, however, because it had not been paid by the owner. To support its refusal to pay DEC, Raphael Construction relied upon paragraph 6 of the subcontract, which states:
Upon final payment a sworn statement with supporting waiver of lien from your material suppliers and/or subcontractors must be furnished with your final waiver of lien. A sworn statement must be furnished to us listing major material suppliers and subcontractors and the amounts of their contracts at the time of first payout. Interim payments require partial waivers with supporting material supplier's waivers in exchange for payment. Your payments are made in accordance with our interim draws as we show you on our sworn statement with your percentage of completion as we estimate it at the time of our billing to the Owner. [Emphasis in original.] This may not conform to your billing to us. No funds will be owed to the subcontractor unless the General Contractor is paid by the owner in accordance to the sworn statement. The subcontractor fully understands that in event of non payment by the owner to the General Contractor, the subcontractor has legal recourse against the owner through the Mechanics Lien Laws or other legal procedures for their correct monies due.
(Emphasis added.)
The trial court held, as a matter of law, that DEC was not entitled to payment from Raphael Construction because paragraph 6 of the subcontract unambiguously required payment from the owner to Raphael Construction before payment became due to DEC. The district court affirmed, finding no fault in the trial court's construction of the plain meaning of that paragraph. On the other hand, in reaching its decision the district court expressed concern that the trial court decided the issue as a matter of law rather than submitting it to the jury. It found paragraph 6 somewhat confusing and ambiguous and stated that ordinarily such ambiguity should be resolved by the trier of fact based upon any evidence that the parties set forth to resolve the ambiguity and determine their intent. DEC Electric, 538 So.2d at 965. The district court, however, believed that Peacock Construction Co. v. Modern Air Conditioning, Inc., 353 So.2d 840 (Fla.1977), may have precluded determining the issue as a matter of fact and certified the aforementioned question to this Court as a matter of great public importance.
Ordinarily the interpretation of a written contract is a matter of law to be determined by the court. Peacock, 353 So.2d at 842; City of Leesburg v. Hall, 96 Fla. 186, 191, 117 So. 840, 841 (1928); City of Orlando v. H.L. Coble Construction Co., 282 So.2d 25, 26 (Fla. 4th DCA), cert. denied, 288 So.2d 505 (Fla.1973); 4 S. Williston, A Treatise on the Law of Contracts § 616 (3d ed. 1961). Raphael Construction argues that, when the terms of a contract are ambiguous, the actual intention of the parties becomes a question of fact to be resolved by the jury. Although this principle of law is correct in most situations, we have declined to apply it to contracts between contractors and subcontractors in reference to risk-shifting provisions. In Peacock this Court held that the interpretation of contract provisions relative to time and conditions of payment...
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