Sound City, Inc. v. Kessler
Decision Date | 08 August 1975 |
Docket Number | No. W--71,W--71 |
Citation | 316 So.2d 315 |
Parties | SOUND CITY, INC., a Florida Corporation, Appellant, v. William KESSLER et al., Appellees. |
Court | Florida District Court of Appeals |
Lynn M. LoPucki, Schwartz, Schwartz & LoPucki, Gainesville, for appellant.
Stuart A. Markus, Markus, Winter & Spitale, Miami, for appellees.
The plaintiff in the trial court here appeals a judgment on the pleadings entered in favor of the defendants, appellees here.
In settlement of a disputed account appellant delivered to appellees a check in the sum of $1,159.20 upon the back of which check was written the following:
The check was endorsed and negotiated by appellees. Shortly thereafter appellees notified appellant that they would no longer sell to nor deal with appellant.
Suit was promptly filed, reciting the transaction above mentioned, the agreement evidenced by the language and endorsements on the back of the above mentioned check and alleging, inter alia, that the plaintiff had no adequate remedy at law because the defendant's brand name is well established, its products unique, and that substitute equipment acceptable to plaintiff's customers is not available elsewhere.
The judgment on the pleadings here appealed determined the above quoted language insufficient to constitute an enforceable contract, reciting 'that the purported contract, which is the subject matter of this action, is totally lacking in any provision for duration' citing as authority Florida-Georgia Chem. Co. v. National Laboratories, Fla.App.1st 1963, 153 So.2d 752.
There is no contention that the above quoted writing is deficient in any manner other than the failure to provide for a durational period.
It is axiomatic that the cardinal rule in the construction of contracts is the intention of the parties thereto. 1 In Triple E Development Co. v. Floridagold Citrus Corp., 2 the court stated:
'This Court, from time to time, has approved certain rules to be observed in the construction of contracts and among them are the following: (1) the contract should be considered as a whole in determining the intention of the parties to the instrument; (2) the conditions and circumstances surrounding the parties to the instrument and the object or objects to be obtained when the contract was executed should be considered; (3) courts should place themselves, as near as possible in the exact situation of the parties to the instrument, when executed, so as to determine the intention of the parties, objects to be accomplished, obligations created, time of performance, duration, mutuality, and other essential features * * *' (51 So.2d at 438)
In Patrick v. Kirkland, 3 the Supreme Court of Florida held that under the factual situation there presented where a party had agreed to perform an act for the other party and the time within which the agreement was to be performed was not stated the law would imply a reasonable time.
In 17A C.J.S. Contracts § 385, p. 457 is found the following:
(Footnotes deleted)
In 17 Am.Jur.2d, Contracts, §§ 329--330, pp. 764--766, it is stated:
'While express terms and provisions in a contract as to time are effective and cannot be ignored, such terms and provisions are often stated in such a manner as to require construction. * * *
'Where there is no provision as to the time for performance, a reasonable time is implied. * * * Under the Uniform Commercial Code, an action is taken 'seasonably' when it is taken at or within the time agreed or, if no time is agreed, at or within a reasonable time....
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In re Standard Jury Instructions—Contract & Business Cases
...of the contract, the situation of the parties, and the parties' agreement when they entered into the contract. Sound City, Inc. v. Kessler, 316 So.2d 315, 317 (Fla. 1st DCA 1975); Cocoa Props., Inc. v. Commonwealth Land Title Ins. Co., 590 So.2d 989, 991 (Fla. 2d DCA 1991); Sharp v. Machry,......
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Sensormatic Sec. v. Sensormatic Electronics Corp.
...Ry. Co., 399 F.2d 854 (5th Cir.1968); Triple E Dev. Co. v. Floridagold Citrus Corp., 51 So.2d 435 (Fla. 1951); Sound City, Inc. v. Kessler, 316 So.2d 315, 317 (Fla. 1st DCA 1975) (citing 17A C.J.S. Contracts §§ 385, p. 457); see also Institute for Scientific Info., Inc. v. Gordon & Breach S......
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Killearn Properties, Inc. v. City of Tallahassee
...given. Florida-Georgia Chemical Co., Inc. v. National Laboratories, Inc., 153 So.2d 752 (Fla. 1st DCA 1963); Sound City, Inc. v. Kessler, 316 So.2d 315 (Fla. 1st DCA 1975). By enforcing the agreement to the date of termination by the City, April 20, 1974, and requiring the return of payment......
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City of Homestead v. Beard
...Ry. Co., 399 F.2d 854 (5th Cir.1968); Triple E Dev. Co. v. Floridagold Citrus Corp., 51 So.2d 435 (Fla.1951); Sound City, Inc. v. Kessler, 316 So.2d 315, 317 (Fla.1st DCA 1975) (citing 17A C.J.S. Contracts Sec. 385, p. 457); see also Institute for Scientific Info., Inc. v. Gordon & Breach S......