Parol Evidence

A trial court is authorized to admit parol evidence to explain the words used and how the contracting parties intended them to be interpreted. Joseph U. Moore, Inc. v. Howard, 534 So.2d 935 (Fla. 2d DCA 1988). However, before a trial court can consider such extrinsic evidence in interpreting a contract, the words used must be unclear such that an ambiguity exists on the face of the contract. Boat Town U.S.A., Inc. v. Mercury Marine Div. of Brunswick Corp., 364 So.2d 15 (Fla. 4th DCA 1978). the Parol evidence rule bars the use of extrinsic evidence because "[i] the absence of an ambiguity, the actual language used in the contract is the best evidence of the intent of the parties." ''U.S. on Behalf of Small Bus. Admin. v. S. Atl. Prod. Credit Ass'n'', 606 So. 2d 691, 695 (Fla. 1st DCA 1992).

A further limitation on the receipt of parol evidence to explain ambiguous contractual language is that the ambiguity must be latent as opposed to patent. A patent ambiguity is one which appears on the face of a contract and arises from the use of defective, obscure, or insensible language. Ace Elec. Supply Co. v. Terra Nova Elec., Inc., 288 So.2d 544 (Fla. 1st DCA 1973). Florida courts have consistently declined to allow the introduction of extrinsic evidence to construe such an ambiguity because to do so would allow a trial court to rewrite a contract with respect to a matter the parties clearly contemplated when they drew their agreement. Hunt v. First Nat'l Bank, 381 So.2d 1194, 1196 n. 1 (Fla. 2d DCA 1980). The end result would be to give a trial court free reign to modify a contract by supplying information the contracting parties did not choose to include. Landis v. Mears, 329 So.2d 323 (Fla. 2d DCA 1976).

A latent ambiguity, on the other hand, stands on a different footing. Such an ambiguity exists “where a contract fails to specify the rights and duties of the parties in certain situations and extrinsic evidence is necessary for the interpretation or a choice between two possible meanings.” Crown Management Corp. v. Goodman, 452 So.2d 49, 52 (Fla. 2d DCA 1984). Thus, even though the contract language used may appear clear and unambiguous on its face, a trial court is nevertheless authorized to admit parol evidence to assist it in determining the parties' intent where the existence of some collateral or extraneous matter renders the contract's application uncertain. United States v. South Atlantic Prod. Credit Ass'n, 606 So.2d 691 (Fla. 1st DCA 1992).

Emergency Associates of Tampa, P.A. v. Sassano, 664 So. 2d 1000 (Fla. 2d DCA 1995).