Quix Snaxx, Inc. v. Sorensen

• Decision Date: 22 April 1998
• Docket Number: No. 97-2843,97-2843
• Citation: 710 So.2d 152
• Parties: 23 Fla. L. Weekly D1029 QUIX SNAXX, INC., a Florida corporation, and Quix Snaxx, International, Inc., Appellants, v. Richard H. SORENSEN and Sorensen EE Konsultants, Inc., Appellees.
• Court: Florida District Court of Appeals

Page 152

710 So.2d 152

23 Fla. L. Weekly D1029

QUIX SNAXX, INC., a Florida corporation, and Quix Snaxx, International, Inc., Appellants, v. Richard H. SORENSEN and Sorensen EE Konsultants, Inc., Appellees.

No. 97-2843.

District Court of Appeal of Florida,

Third District.

April 22, 1998.

Michael R. Seward, Key Largo; Marc A. Kuperman, Miami, for appellants.

Richman Greer Weil Brumbaugh Mirabito & Christensen and Gerald Richman and M. Margaret Haley, Miami, for appellees.

Before NESBITT, LEVY and SORONDO, JJ.

NESBITT, Judge.

Richard Sorensen and Sorensen EE Konsultants, Inc., also known as SEEK, Inc. (referred to herein collectively as Sorensen), brought the instant breach of contract action, arguing that as the third party beneficiary of a Purchase Order Agreement, Sorensen was entitled to royalty payments from Quix Snaxx, Inc., and Quix Snaxx International, Inc.,(referred to herein collectively as QS). QS maintained that a contemporaneously executed License Agreement required that Sorensen arbitrate the claim. In the instant appeal, QS argues that the trial court erred in denying its Motion to Compel Arbitration. We agree and reverse the order under review. The names of the companies involved in the instant dispute changed at several junctures, however the following is an abbreviated synopsis of the facts.

Years before the instant claim, Sorensen had invented a french fry vending machine. Sorensen founded, and was president and director of the French Fry Company (FFC), which planned to manufacture and market the machine. Geraldine A. Trainor invested in FFC. A working prototype of the machine was not completed as provided under the terms of the loan agreement and Trainor filed a federal action for breach of contract. The parties came to a settlement whereby they would divide the world as far as the manufacture and distribution of these machines. The settlement agreement provided that FFC would give the license to SEEK, Inc. (a Sorensen company) for some countries, and give the license to QS (a company owned by Trainor) for other enumerated countries, the later commitment to be fulfilled by the License Agreement mentioned above. It was this agreement that contained an arbitration clause. ¹

Also as part of the settlement agreement FFC promised that "a condition of the license from [FFC] to [QS] is that [QS] be required ... to place a purchase order with [FFC] for the purchase of 1000 machines", to be manufactured by SEMCO (a now defunct Sorensen company). That Purchase Order Agreement provided that Sorensen would receive a royalty of $250 for each machine. Sorensen claimed breach of that provision of the Purchase Order Agreement, arguing that the machines had never been purchased and Sorensen had never been paid.

Documents executed by the same parties, on or near the same time, and concerning the same transaction or subject matter are generally construed together as a single contract. Where a writing expressly refers to and sufficiently describes another document, the other document, or so much of it as is referred to, is to be interpreted as part of the writing. See United States Rubber Products, Inc. v. Clark, 145 Fla. 631, 200 So. 385, 388 (Fla.1941); Citicorp Real Estate, Inc. v. Ameripalms 6B GP, Inc., 633 So.2d 47,49 (Fla. 3d DCA 1994); Hurley v. Slingerland, 461 So.2d 282, 284 (Fla. 4th DCA 1985); Edelblut Const. Co. v. Free, 149 So.2d 360, 364 (Fla. 2d DCA 1963); Diana Stores Corporation v. M. & M. Electric Co., 108 So.2d 486, 487-88 (Fla. 3d DCA 1959)(determining that the amount of work to be performed by the subcontractor should be determined by examining the prime contract specifications); Collins v. National Fire Insurance Co., 105 So.2d 190, 194-95 (Fla. 2d DCA 1958)(holding that where a written contract refers to and sufficiently describes another document, that other document or so much of it as is referred to may be regarded as a part of the contract and therefore is properly considered in its interpretation); See also 7 Fla. Jur., Contracts, § 79.

Here, the Purchase Order Agreement is dated February 8. The License Agreement and Settlement Agreement are dated February 12. The documents were all executed within a span of days, as part of an orchestrated effort to settle pending federal litigation. It was pursuant to Paragraph 4 of the Settlement Agreement...