Commercial relationships are governed, in significant part, by contract law. When disputes arise between businesses, the interpretation of the terms of the parties’ agreement often will determine which side prevails. Litigants in contract disputes will often seek to gain advantage by bringing in testimony and evidence which supports their own interpretation of a contract. Testimony and evidence may not be introduced to interpret contracts which are unambiguous. As reflected by the recent case, Thompson o/b/o R.O.B. v. Johnson, 45 Fla. L. Weekly D2710 (Fla. 5th DCA Dec. 4, 2020), this principle applies even when there exists significant evidence that a party likely did not consider a particular term to have that meaning. Peter Mavrick is a Miami business litigation lawyer, and also represents clients in business litigation in Fort Lauderdale, Boca Raton, and Palm Beach. The Mavrick Law Firm represents clients in breach of contract litigation, non-compete agreement litigation, trade secret litigation, trademark infringement litigation, and other legal disputes in federal and state courts and in arbitration.
Generally, when a contract is unambiguous, contract interpretation is accomplished by applying the principles of contract interpretation to the text of the contract. “Where a contract is clear and unambiguous, it must be enforced pursuant to its plain language” without resort to outside evidence. Hahamovitch v. Hahamovitch, 174 So. 3d 983 (Fla. 2015). “In such a situation, ‘the language itself is the best evidence of the parties’ intent, and its plain meaning controls.’” Crawford v. Barker, 64 So.3d 1246 (Fla.2011).
In business litigation, ambiguous contracts may be interpreted by the judge without considering outside evidence or the expense of a jury. Langford v. Paravant, Inc., 912 So. 2d 359 (Fla. 5th DCA 2005) (“Contract interpretation is generally a question of law for the court, rather than a question of fact”). When the language of the contract is ambiguous, the parties are allowed to bring in evidence from outside the contract to help with interpreting the contract. For example, a party would likely be able to testify what the parties really meant when using a term with multiple meanings, such as “light bulb.” However, a party would likely not be permitted to testify about what was meant by a specific term, “4 pin Gx24q base 10-watt LED bulb.”