Indian Harbor Citrus, Inc. v. Poppell
| Decision Date | 19 July 1995 |
| Docket Number | No. 93-3283,93-3283 |
| Citation | 658 So.2d 605 |
| Parties | 20 Fla. L. Weekly D1672, 27 UCC Rep.Serv.2d 55 INDIAN HARBOR CITRUS, INC., Appellant, v. L. Ralph POPPELL, Appellee. |
| Court | Florida District Court of Appeals |
Harold G. Melville of Melville & Fowler, P.A., Fort Pierce, for appellant.
George H. Moss and Lisa D. Harpring of Moss, Henderson, VanGaasbeck, Blanton & Koval, P.A., Vero Beach, for appellee.
In this appeal we address whether the UCC obligation of "good faith," custom and usage, or course of dealing may be applied to a contract to vary the time of performance. We hold that when the contract is clear and unambiguous, the contract terms may not be varied by resort to those concepts. Therefore, the trial court should have granted a directed verdict for the appellant, and we reverse.
This case concerns a contract for harvesting citrus fruit. The appellant, Indian Harbor (Buyer), agreed to buy, and the appellee, Poppell (Grower), agreed to sell, a crop of grapefruit owned by Poppell. Both parties were knowledgeable business people in the citrus industry. Poppell had signed contracts with Indian Harbor in prior years for the picking of fruit, although in each prior year, the contract had been signed later in the season than the one at issue here. In 1990, however, Poppell had a grove mortgage payment coming due and needed funds in September. He approached Indian Harbor about obtaining an advance on a picking contract to help make the grove payment. When Indian Harbor declined, Poppell received a loan from a bank, securing the loan with the proceeds from the picking contract. The loan was due in January and Poppell testified that Indian Harbor's representative assured him that enough fruit would be picked by January to pay off the loan. Indian Harbor's representative did not recollect this conversation, but in any event, it occurred prior to the signing of the contract.
Under the terms of the contract Indian Harbor agreed to buy all of the fruit in Poppell's grove which was of merchantable quality at the time of picking. The Buyer was responsible for picking the fruit, which "shall be picked ... on or before March 15, 1991." This date was initially April 21, but the parties initialled a change to March 15. The contract specified a per box price. The contract stated that "Title to fruit covered by this Contract shall remain with Grower until actual delivery to Buyer ..." Moreover, the Buyer did not assume any responsibility for any natural disaster, and "in the event of damage by conditions beyond Buyer's control which renders the fruit, or any material portion thereof, unsuitable for sale in its fresh form, Buyer may, at its option cancel this Contract...." According to the testimony, all of the fruit met the standard of merchantability at the time the contract was signed in September 1990. While Poppell repeatedly asked Indian Harbor to commence picking the fruit, Indian Harbor determined that the fruit was not large enough to satisfy its fresh fruit market. Sometime in December fruit began to drop from the trees, causing waste. Instead of picking the fruit, Indian Harbor treated it with spray for shipment to Japan. This required the fruit to remain on the trees for an additional month. Poppell continued to demand that Indian Harbor pick the fruit.
In mid-February, a windstorm damaged the fruit. Because of fruit damage during the windstorm, Indian Harbor waited on picking to allow the fruit to recover from bruising. However, in the beginning of March a second windstorm created even more damage. Poppell demanded that Indian Harbor pick his fruit by the fifteenth of the month, even though the grove showed significant damage and another waiting period of some weeks was necessary to determine the extent of the damage. Because Poppell was unwilling to extend the picking time, Indian Harbor exercised its option under the natural disaster clause to cancel the contract. Poppell harvested the fruit through other pickers and then sued Indian Harbor for the damages sustained by its cancellation of the contract.
Poppell claimed that the custom of the industry called for the buyer to "spot pick" the grove, by which some of the fruit is removed so that the remaining fruit can grow larger. Had...
To continue reading
Request your trial
-
Excess Risk Underwriters v. Lafayette Life Ins.
...construction can be drawn, however, the express terms of the agreement must control. Id. (citing Indian Harbor Citrus, Inc. v. Poppell, 658 So.2d 605, 606 (Fla. 4th DCA 1995), rev. denied, 666 So.2d 144 (Fla.1995)). For example, in Cox, the operative written contracts expressly disclaimed a......
-
Sensormatic Security Corporation v. Sensormatic Electronics Corporation
...Caulkins Indiantown Citrus Co. v. Nevins Fruit Co., Inc., 831 So.2d 727, 735 (Fla. Dist.Ct.App.2002); Indian Harbor Citrus, Inc. v. Poppell, 658 So.2d 605, 606 (Fla. Dist.Ct.App.1995); J.C. Penney Co., Inc. v. Koff, 345 So.2d 732, 735 (Fla.Dist.Ct.App. Based on the foregoing, the court gran......
-
Cox v. CSX Intermodal, Inc.
...reasonable consistent construction can be drawn, however, the express terms of the agreement control. Id.; Indian Harbor Citrus, Inc. v. Poppell, 658 So.2d 605, 606 (Fla. 4th DCA), rev. denied, 666 So.2d 144 Paragraph 4 of each of the contracts unambiguously and expressly disclaims any obli......
-
Revenue Markets, Inc. v. Amwest Surety Ins. Co.
...App.1988). 7. City of Riviera Beach v. John's Towing, 691 So.2d 519, 521 (Fla.Dist.Ct.App.1997) (citing Indian Harbor Citrus, Inc. v. Poppell, 658 So.2d 605 (Fla.Dist.Ct.App.), rev. denied, 666 So.2d 144 (Fla.1995)). The obligation of good faith is one that is imposed on contracting parties......
-
Contractual good faith: variations on the theme of expectations.
...("The UCC duty of good faith may not be imposed to override the express terms of a contract."); and Indian Harbor Citrus, Inc. v. Poppel, 658 So. 2d 605 (Flat 4th DCA 1995) ("We hold that when the contract is clear and unambiguous, the contract terms may not be varied by resort to those con......