Innkeepers Intern., Inc. v. McCoy Motels, Ltd.

• Decision Date: 19 December 1975
• Docket Number: No. 74-617,74-617
• Citation: 324 So.2d 676
• Parties: INNKEEPERS INTERNATIONAL, INC., a Delaware Corporation doing business in the State of Florida, Appellant, v. McCOY MOTELS, LTD. and McCoy Motels, Inc., Appellees.
• Court: Florida District Court of Appeals

Page 676

324 So.2d 676

INNKEEPERS INTERNATIONAL, INC., a Delaware Corporation doing business in the State of Florida, Appellant, v. McCOY MOTELS, LTD. and McCoy Motels, Inc., Appellees.

No. 74-617.

District Court of Appeal of Florida, Fourth District.

Dec. 19, 1975.

Rehearing Denied Jan. 29, 1976.

Steve L. Henderson of Jones, Paine & Foster, Vero Beach, for appellant.

Richard W. Bates, P.A., Orlando, for appellees.

JOHNSON, W. CLAYTON, Associate Judge.

Appellant, plaintiff in the trial court, brought suit against appellees, defendants, for damages based upon breach of an employment contract. The very able trial judge entered a final judgment after trial, before the court, finding that the appellant had failed to prove its case and from which adverse judgment this appeal was instituted.

The fact situation involved an executed contract consisting of two letters and an agreement all dated September 14, 1970. Said instruments were specific as to the nature of appellant's services and also provided for appellant to render consultation services to appellees during the construction of appellee's motel, Jet Port Inn in Orlando, Florida, and for appellant to provide for the management of the newly constructed motel for a three-year period at an annual fee of $32,500. At the time these instruments were executed, construction had not yet begun on the motel and appellee had not yet obtained the necessary financing for the construction. The exact date when the term of management would commence was intentionally left blank so that paragraph 7 of the agreement reads:

'7. Principal (appellee) agrees to make the establishment subject to the management of Innkeepers International, Inc., (appellant) on or before $ $.'

Appellant contended that the date in said paragraph 7 was omitted only because the date of the motel completion was not known and that the parties intended that the time of commencement of appellant's services was to be measured in relationship to the opening date. Appellee contended that said date omission occurred in paragraph 7 because appellee did not know if it would ever either have a motel or avail itself of the services of appellant as a manager and appellee intended to reserve that decision until a later time. Further, the testimony of appellee's representative officer was that he intended the instruments to be an agreement to agree at a later time as to whether the services of appellant would be utilized on the project.

On or about September 1, 1971, after construction had begun, appellant received a letter from appellee stating that appellee did not intend to use appellant's management service. Appellee's motel was completed and commenced operation under another manager.

With respect to appellant's claim of damages, consisting of loss of profits, appellee contended that same were too speculative to afford recovery.

Appellees utilized and paid for certain preconstruction consulting services furnished by appellant pursuant to that part of the contract relating to consultation services.

The evidence clearly reflects that at the time of the execution of the contract, it was impractical (if not impossible) to insert a date or time for commencement of appellant's managerial services since there was no way of predicting when, indeed, whether the Jet Port Inn would commence. Discussions between the parties following execution of the contract reveal appellees' opinion that appellant's manager should be placed on the project no earlier than 90 days prior to completion, which opinion appellee described as 'philosophical discussions'. While the parties may have disagreed as to the exact time appellant's performance was to begin, there is no disagreement as to the fact that it would begin sometime prior to completion of the motel. Implicitly, the event on which the commencement of performance depended is the construction completion date, which construction completion condition was satisfied. Even if appellees' contention that there was no agreement as to time of commencement of performance is accepted we find that the date of commencement was a non-essential element in the minds of the contracting parties.

As a general rule, presence of blanks in a contract is fatal to the enforcement if the blanks occur in a provision dealing with an essential term of the contract. If, however, the blanks deal with non-essential terms, the contract may be enforced. 17 C.J.S. Contracts § 65 (1963).

A contract is not necessarily lacking in all effect because it expresses the idea that something is left to future agreement. An agreement to agree to do a certain specified thing, all the conditions and terms of the postponed agreement being specified, is simply an agreement in praesenti to do it. 17 Am.Jur.2d, Sec. 26, Contracts.

As stated by our Supreme Court in Blackhawk Heat & P. Co., Inc. v. Data Lease Fin. Corp., 302 So.2d 404, a contract should not be held void for uncertainty unless there is no other way out, and 'indefiniteness must reach the point where construction becomes futile.' ¹

Turning to Professor Corbin, Corbin on Contracts, Vol. 1 (1963) Sec. 95, page 400 (cited in Blackhawk, supra):

'If the parties have concluded a transaction in which it appears they intend to make a contract, the court should not frustrate their intention if it is possible to reach a fair and just result, even though this requires a choice among conflicting meanings And the filling of some gaps that the parties have left.' (This court's emphasis)

and as stated at 17 Am.Jur.2d, Contracts, Sec. 22 (Cited in Blackhawk, supra):

'(T)he fact that an executed written contract contains within itself difficulties of construction about which the parties disagree does not enable the parties to contend that the minds of the parties never met,...