Durham Tropical Land Corp. v. Sun Garden Sales Co.
| Decision Date | 07 December 1931 |
| Citation | 106 Fla. 429,138 So. 21 |
| Parties | DURHAM TROPICAL LAND CORPORATION v. SUN GARDEN SALES CO. et al. |
| Court | Florida Supreme Court |
Commissioners' Decision.
Suit by the Sun Garden Sales Company and others against the Durham Tropical Land Corporation. From an order granting complainant's motion to strike portions of answer setting up two counterclaims, and from in order sustaining objections to proffered amendments to same counterclaims, defendant appeals.
Affirmed. Appeal from Circuit Court, Pinellas County John U. Bird, judge.
Whitaker Himes & Whitaker, of Tampa, for appellant.
Mabry Reaves & Carlton, of Tampa, for appellees.
This cause is here upon an appeal from the circuit court of Pinellas county based upon an order granting a motion of complainant to strike that portion of defendant's answer setting up two counterclaims, and an order of the trial court sustaining objections of complainants to the defendant filing certain proffered amendments to the same counterclaims.
This case was heretofore reviewed by this court, and an order of the trial court overruling general and special demurrers to the same bill of complaint was affirmed without formal opinion. See 97 Fla. 1084, 117 So. 878.
The complainants seek an accounting between complainants as sale agents and defendant as the owner of a large tract of land in Clay and Putnam counties, Fla., and the bill alleges, in substance, that complainants entered into a sales contract with defendant as owner, whereby the owner was to receive a certain net price of $15 per acre for all lands sold by complainants, and certain additional percentages of the 'sales price' of all lands sold above $15 per acre; the 'sales price' being stated at not less than $30 per acre. All sales to purchasers were required to be approved by, and deposited with, the defendant owner, to whom all deferred payments of purchasers were made, and periodical reports and remittances were made to complainant agents. The bill further alleges that after the complainants' contract, as agents, terminated, as provided by its terms, the defendant reported collections and made remittances to complainants for several months, when defendant ceased reporting and remitting, and thereupon disclaimed further obligation to do so. If complainants obtain the accounting, they pray to recover from defendant their portion of any collections from purchasers that were made after defendant ceased making reports and remittances.
The main question presented for determination is what the parties intended concerning the compensation of the sales agents in the event their employment should cease before May 1, 1927, by reason of their failure during any preceding three months to make sale of 3,000 acres.
The first counterclaim stricken by the chancellor asserts, in substance, that under the contract of employment the complainants guaranteed the payment to the defendant owners the sum of $15 per acre net for all lands sold up to May 1, 1926, and that, because many of the purchasers defaulted and have not paid in the aggregate that amount per acre for each acre sold by complainants, defendant is entitled to withhold from complainants enough of their moneys arising from deferred payments to make up the said $15 per acre on all lands sold by complainants.
Defendant (appellant here) states in its brief that the 'first counter-claim' was predicated upon the following obligation, which the agents assumed in section 16 of the contract:
'The agents guarantee to the Company the sum of Fifteen Dollars ($15.00) per acre as the net price to it from the sale of said lands.'
As we construe it, this provision means that
'The agents guarantee to the Company the sum of Fifteen Dollars ($15.00) per acre as the net price (to be paid) to it from the sale of said lands (sold under approved contracts).' (The words in parentheses and italics ours.)
If the construction of appellant as to the first sentence of section 25 of the contract, providing that: 'The company may terminate this contract at such time after August 1, 1925, as the combined sales of any three consecutive calendar months shall aggregate less than three thousand acres, whereupon all rights of the Agents hereunder shall cease' --is correct, which is to the effect that all obligations of the company to pay any further commissions out of collections from sales of any parcel of land sold by complainants ceased when the agency contract was canceled on April 6, 1926, then it seems that the former order of the trial court, which was affirmed by this court, overruling the demurrer of defendant, which in substance raised the same question, ought to become the law of this case on that point. For it in effect holds that complainants are entitled to receive their portion of purchaser's deferred payments, as represented in the unpaid commissions on all sales approved by defendant owner.
In defendant's letter of April 26, 1926, to complainants, which was written after giving notice of the cancellation of the agency contract on April 6, 1926, appears the following:
'Please understand that it is not the desire of this Company to deprive you of any commissions already earned, and you may count upon us turning over to you such portions of all monies paid in on accounts receivable to which, according to the contract of April 9, 1925, you are justly entitled.'
The above is a portion of a letter of defendant, which constitutes 'Exhibit 5' to complainant's bill, and it indicates the construction which defendant placed upon the rights of the parties under the agency contract after its cancellation.
The terms, 'Any commissions already earned' and to be 'paid in on accounts receivable to which' under the contract 'you are justly entitled,' do not seem to be ambiguous; in fact, defendant's own construction above given appears to accord with that placed upon it by complainants.
The general rule is, that constructions placed upon a contract with ambiguous and doubtful language is material and important in determining its true meaning. Sahlberg v. J. A. Teague Furniture Co., 100 Fla. 972, 130 So. 432. See number of cases there cited.
The intention of the parties to a contract is to be deducted from language employed, and such intention, when expressed, is controlling, regardless of intention existing in the minds of parties. Stokes v. Victory Land...
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