Mnemonics, Inc. v. Max Davis Associates, Inc., 5D00-3623.
| Decision Date | 08 March 2002 |
| Docket Number | No. 5D00-3623.,5D00-3623. |
| Parties | MNEMONICS, INC., Appellant, v. MAX DAVIS ASSOCIATES, INC., et al., Appellee. |
| Court | Florida District Court of Appeals |
William H. Cantwell, II and Michael R. Riemenschneider, of O'Brien Riemenschneider, P. A., Melbourne, for Appellant.
Kenneth C. Crooks of Dean, Mead, Melbourne, for Appellee.
Mnemonics, Inc. appeals a final judgment entered in its favor following a non-jury trial, finding that although it had proved its breach of contract claim against Max Davis Associates, Inc., it was not entitled to compensatory damages. Because we find competent, substantial evidence proved Mnemonics's claim for damages, we reverse that portion of the final judgment awarding Mnemonics only nominal damages.
Mnemonics, a government contractor, utilizes high volume copiers to produce materials needed in order to conduct its business. In the early summer of 1993, Mnemonics needed to replace and upgrade its existing copiers, which were producing about 52,000 copies per month. After considering proposals from several vendors, Mnemonics entered into three separate contracts with Max Davis over a two' day period: (1) a 60-month lease for a 9520 Savin Copier and a 6300 Risograph; (2) a separate maintenance agreement on the copiers; and (3) an equipment acquisition agreement wherein Max Davis agreed to repurchase the copiers from Mnemonics at the end of the lease term. The lease agreement was assigned to Copelco Credit Corporation by Max Davis.
The Savin 9520 began experiencing problems shortly after it was installed. The problems included frequent document feeder jams, destruction of original documents, the inability to produce double-sided copies, and the failure to properly collate copies. As a result, the copier required repeated service calls, and while waiting for a technician to arrive (a period of up to two days on some occasions), the copier was inoperable. Because of these problems, Mnemonics frequently had to complete its copying on other machines or utilize outside copying services.
In September 1994, representatives of Mnemonics met with representatives of Max Davis to discuss the problems. Apparently, an agreement was reached to install a replacement copier, but for reasons not clear in the record, the replacement copier was never installed. Mnemonics informed Max Davis by letter that the lease agreement would be terminated on November 18, 1994, unless the replacement copier was delivered prior to that date. When the replacement copier was not forthcoming, Mnemonics terminated the lease as it said it would, and obtained a replacement copier from another vendor. After Mnemonics stopped making payments under the lease agreement, Copelco removed the copiers and sold them for $6,500.
Copelco then sued Mnemonics for the unpaid lease payments together with interest and attorney's fees. Mnemonics filed a third party complaint against Max Davis alleging a claim for breach of the maintenance agreement and asserting a claim for indemnification. Eventually, Copelco obtained a judgment against Mnemonics in the principal sum of $80,404.95 and a judgment for attorney's fees of $13,137.50.1 Mnemonics paid Copelco the total sum of $102,775.32 in full satisfaction of the judgments.2 After a non-jury trial on Mnemonics's claims against Max Davis, the trial court entered an amended final judgment finding that Max Davis had breached its maintenance agreement but that Mnemonics had failed to present sufficient evidence that supported it damage claims. The trial court also concluded that Mnemonics was not entitled to indemnification from Max Davis.
In reviewing the Mnemonics/Max Davis transaction, we view the lease agreement, maintenance agreement, and equipment acquisition agreement as one integrated document because they were executed by the same parties at or about the same time and concern the same transaction or subject matter. When an agreement between the parties consists of several instruments executed by them at or near the same time and concern the same transaction or subject matter, they are generally construed together as a single contract. See Quix Snaxx, Inc. v. Sorensen, 710 So.2d 152, 154 (Fla. 3d DCA 1998)
. Accordingly, we conclude that Mnemonics's agreement to lease the copiers was dependent upon Max Davis's agreement to maintain them in proper...
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