Rock-Weld Corp. of Puerto Rico v. Rock-Weld Equipment Corp. of Fla.

• Citation: 184 So.2d 186
• Decision Date: 22 March 1966
• Docket Number: ROCK-WELD,No. 65--609,65--609
• Parties: CORPORATION OF PUERTO RICO, a Puerto Rico corporation, Appellant, v.EQUIPMENT CORP. OF FLORIDA, a Florida corporation, Appellee.
• Court: Florida District Court of Appeals

Page 186

184 So.2d 186

ROCK-WELD CORPORATION OF PUERTO RICO, a Puerto Rico corporation, Appellant, v. ROCK-WELD EQUIPMENT CORP. OF FLORIDA, a Florida corporation, Appellee.

No. 65--609.

District Court of Appeal of Florida, Third District.

March 22, 1966.

Rabin & Sassoon, Jack J. Traffer, Miami, for appellant.

Litman, Muchnick & Rosenfield, Hollywood, for appellee.

Before PEARSON, CARROLL and SWANN, JJ.

PEARSON, Judge.

This appeal is from a summary final decree in a suit for an accounting. The appellant, Rock-weld Corporation of Puerto Rico, was plaintiff; the appellee, Rock-weld Equipment Corporation of Florida, was the defendant and counterclaimant. The summary final decree was entered upon the sole basis that a termination agreement executed by the parties was in actuality a rescission of the contract and a settlement of all claims between the parties. ¹

The agreement, construed by the trial court as a settlement between the parties, is as follows:

'TERMINATION AGREEMENT

'THIS AGREEMENT entered into this --- day of September 1963, By and Between ROCK-WELD EQUIPMENT CORPORATION OF FLORIDA, a corporation duly organized under the laws of the State of Florida, hereinafter called FIRST PARTY, herein represented by its president Mr. Jerry Greenfield.

AND

ROCKWELD CORPORATION OF PUERTO RICO, a corporation duly organized under the laws of the Commonwealth of Puerto Rico, hereinafter called SECOND PARTY, herein represented by its president Mr. Arnold A. Adams.

WITNESSETH THAT:

'WHEREAS, on the --- day of November 1962, the parties hereto entered into a contract called, 'Distribution Agreement'; and

'WHEREAS, neither FIRST PARTY nor SECOND PARTY and longer desires to conform to, or be bound by the terms, conditions and covenants of said 'Distribution Agreement';

'NOW THEREFORE, the parties hereto hereby agree as follows:

It is mutually agreed between the parties hereto that said 'Distribution Agreement' dated on the --- day of November 1962, by and between the parties hereto be terminated on this --- day of September 1963.

'IN WITNESS WHEREOF, the parties hereto, by their respective presidents, have set their hands and seals the day and year above first written.'

The business relationship between the appellee and the appellant was apparently that of supplier and distributor, respectively. There is a legal distinction between an agreement which would terminate the business relationship and one which would in addition to terminating the relationship also settle all outstanding claims. Cf., Durham Tropical Land Corp. v. Sun Garden Sales Co., 106 Fla. 429, 138 So. 21, 143 So. 758, 151 So. 327 (1931); Bernecker v. Bernecker, Fla.1952, 60 So.2d 399; Hyman v. Cohen, Fla.1954, 73 So.2d 393. See Annot., 166 A.L.R. 391, and 32 A.L.R. 209.

The language of the quoted agreement is not so clear as to conclusively constitute a settlement agreement. Taken in context with its title it might be construed as nothing more than a termination of the business relationship. When the wording of an agreement is ambiguous and the parties contend for different interpretations, evidence as to the intent of the parties is proper. Cf., Knabb v. Reconstruction Finance Corp., 144 Fla. 110, 197 So. 707, 715 (1940); Atlas Sewing Center, Inc. v. Belk's Dept. Store, Fla.App.1964, 162 So.2d 274. The only evidence now before the court as to the intent of the...