CHANTILLY CONDOMINIUM, INC. v. HELLAS ENGINEERING, INC.

Third District Court of Appeal
State of Florida
Opinion filed June 22, 2022.
Not final until disposition of timely filed motion for rehearing.
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No. 3D21-0003
Lower Tribunal No. 16-10975 CC
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Chantilly Condominium, Inc.,
Appellant,
vs.
Hellas Engineering, Inc.,
Appellee.
An Appeal from the County Court for Miami-Dade County, Christina
Marie DiRaimondo, Judge.
Roberson | Sweeting, and Yolly Roberson, for appellant.
Teressa Maria Tylman, P.A., and Teressa M. Tylman, for appellee.
Before LOGUE, HENDON and BOKOR, JJ.
BOKOR, J.
Here, a contract dispute between Chantilly Condominium, Inc. and
Hellas Engineering, Inc. for nonpayment of engineering services resulted in
a lawsuit filed in county court in 2016. This lawsuit lasted over six years in
the trial court, involved two trial judges, and engendered a 2200-plus-page
record on appeal. After a five-day bench trial on damages, the trial court
entered the final judgment in favor of Chantilly now on appeal. We affirm the
final judgment in all respects except for one line item of the damages
calculation.
First, we note that although Chantilly appeals not only the final
judgment but also specifically the entry of partial summary judgment in
Hellas’ favor as to liability, the arguments presented solely go to the amount
of damages. Accordingly, we affirm the partial summary judgment and the
finding of liability without further comment. Next, we affirm the trial court’s
damages calculations and findings pertaining thereto, with one exception.
The only issue with the trial court’s detailed and well-reasoned findings
contained in the final judgment relates to a line item of damages in the
amount of $5,500.00 for an unpaid December 2015 invoice which, on its
face, sought $1,236.47.
In January 2016, the parties modified the original services contract to
change the rate of payment from a $5,500.00 monthly flat fee to a fee of 8%
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of actual construction costs. That the parties intended to be bound by this
agreement is evidenced by invoice 110 wherein Hellas initially billed
Chantilly for December 2015 services in the amount of $1,236.47 rather than
the $5,500.00 fee. Invoice 110 specifically references the new January 2016
rate when billing for the December 2015 services. 1 While the 2016 contract
is silent on retroactive application, the record evidence unambiguously
reflects that Hellas billed Chantilly for December 2015 services on January
19, 2016 at the new, bargained-for contract rate. 2 Hellas is owed the amount
1
The invoice contains, in all caps, the disclaimer, “NEW BILLING
EFFECTIVE DECEMBER 2015 PER CONTRACT SIGNED 1-14-2016.”
Accordingly, to the extent there is any ambiguity as to the application of the
new contract terms to the December bill, that ambiguity is resolved on the
face of the invoice. Kiwanis Club of Little Havana, Inc. v. de Kalafe, 723 So.
2d 838, 841 (Fla. 3d DCA 1998) (“A written contract can be modified . . . by
the parties’ course of dealing.”).
2
In the underlying action, Hellas sought the larger $5,500.00 fee under the
2015 contract which is reflected in the final judgment. However, the 2016
contract required no ratification and contained no provision permitting a snap
back to the 2015 contract terms in the case of nonpayment. Therefore, we
reject Hellas’ attempt to characterize the original invoice as a discount, as
opposed to an invoice under the operative agreement between the parties.
There is no legal or contractual support for Hellas’ arbitrary remedy of
reissuing the invoice under the 2015 terms when the original invoice wasn’t
paid. Rather, the record reflects that the parties modified the 2015 contract,
and Hellas billed Chantilly accordingly under the 2016 contract terms.
Because Chantilly didn’t pay, Hellas is owed what it originally billed, but no
more. As this court explained, “[t]he law is quite clear that courts may not
rewrite, alter, or add to the terms of a written agreement between the parties
and may not substitute their judgment for that of the parties in order to relieve
one from an alleged hardship of an improvident bargain.” Int’l Expositions,
Inc. v. City of Miami Beach, 274 So. 2d 29, 30–31 (Fla. 3d DCA 1973).
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billed, according to the terms of the January 2016 contract and the invoice
originally presented. Accordingly, we reverse in part and remand to the trial
court to amend the final judgment to reflect the proper measure of damages
pertaining to the unpaid December 2015 invoice from $5,500.00 to
$1,236.47.
Affirmed in part, reversed in part, and remanded.
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