Contract Interpretation

When a contract's provisions are clear and unambiguous on their face, a court may not violate the clear meaning in order to create an ambiguity. Hoffman v. Robinson, 213 So.2d 267, 268 (Fla. 3d DCA 1968). When possible, courts should give effect to each provision of a written instrument in order to ascertain the true meaning of the instrument. ''Excelsior Ins. Co. v. Pomona Park Bar & Package Store'', 369 So.2d 938, 941 (Fla.1979). Where the contract is susceptible to an interpretation that gives effect to all of its provisions, the court should select that interpretation over an alternative interpretation that relies on negation of some of the contractual provisions. McArthur v. A.A. Green & Co. of Florida, Inc., 637 So.2d 311, 312 (Fla. 3d DCA 1994). See generally Inter-Active Services, Inc. v. Heathrow Master Ass'n, Inc., 721 So.2d 433 (Fla. 5th DCA 1998).

General Principles
Every provision in a contract should be given meaning and effect and apparent inconsistencies reconciled if possible. Royal American Realty, Inc. v. Bank of Palm Beach and Trust Company, 215 So.2d 336 (Fla.4th DCA 1968); Transport Rental Systems, Inc. v. Hertz Corp., 129 So.2d 454 (Fla.3d DCA 1961).

A reasonable interpretation of a contract is preferred to an unreasonable one. James v. Gulf Life Insurance Co., 66 So.2d 62 (Fla. 1953); Travelers Indemnity Co. v. Milgen Development, Inc., 297 So.2d 845 (Fla.3d DCA 1974).

In the belief that the parties intended their agreement to be valid, a contract ought not be readily interpreted as ineffective. Corbin on Contracts, Section 546 (1960); Foster v. Jones, 349 So.2d 795 (Fla.2d DCA 1977). See generally ''Excelsior Ins. Co.'', 369 So.2d 938 (Fla. 1979).

The case of Foster v. Jones, 349 So.2d 795 (Fla. 2d DCA 1977) cites 7 Fla. Jur. Contracts s 84 (1956) for the position that:
 * If the language of a contract is contradictory, obscure, or ambiguous, or its meaning is doubtful, so that it is susceptible of two constructions, one of which makes it fair, and such as a prudent man would naturally execute, while the other makes it inequitable, unnatural, or such as a reasonable man would not be likely to enter into, then the reasonable, logical, and rational interpretation should be adopted.

It is the duty of the trial court to attempt to reconcile inconsistencies in a contract in a manner that renders the contract meaningful. Royal Continental Hotels, Inc. v. Broward Vending, Inc., 404 So.2d 782 (Fla. 4th DCA 1981); Flamingo Ranch Estates, Inc. v. Sunshine Ranches Homeowners, Inc., 303 So.2d 665 (Fla. 4th DCA 1974). See generally Critchlow v. Williamson, 450 So.2d 1153 (Fla. 4th DCA 1984).

Trier of Fact
Where a contract is clear and unambiguous, it is the best evidence of the intent of the parties and its meaning and legal effect are questions of law for determination by the court alone. Innkeepers Inter., Inc. v. McCoy Motels, Ltd., 324 So.2d 676 (Fla. 4th DCA 1976). However, if a provision is ambiguous, the matter must be submitted to the finder of fact. See Hoffman v. Terry, 397 So.2d 1184 (Fla. 3d DCA 1981).

Case::Critchlow v. Williamson, 450 So.2d 1153 (Fla. 4th DCA 1984)

Ambiguity
In Laufer v. Norma Fashions, Inc., 418 So.2d 437 (Fla. 3d DCA 1982), the court explained that a phrase in a contract is “ambiguous” when it is uncertain of meaning and disputed and must be determined as an issue of fact.

Case::Critchlow v. Williamson, 450 So.2d 1153 (Fla. 4th DCA 1984)

A “phrase in a contract is ‘ambiguous' only when it is of uncertain meaning, and may be fairly understood in more ways than one.” Friedman v. Virginia Metal Prods. Corp., 56 So.2d 515, 517 (Fla.1952). In the event of such an ambiguity, 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).

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

Prenuptial Agreements
In interpreting prenuptial agreements, the courts are guided by the same principles which control the construction of other contracts. Hall v. Hall, 135 So.2d 432 (Fla. 3d DCA 1961).

Case::Critchlow v. Williamson, 450 So.2d 1153 (Fla. 4th DCA 1984)

Insurance Contracts
Ambiguities and inconsistencies in a contract are to be interpreted against the draftsman or, as started in the context of insurance law, construed in favor of the insured. There are important qualifications to the rule that prohibit its application here. Only when a genuine inconsistency, uncertainty, or ambiguity in meaning remains after resort to the ordinary rules of construction is the rule apposite. Boston Insurance Co. v. Smith, 149 So.2d 68 (Fla.1st DCA 1963); Beasley v. Wolf, 151 So.2d 679 (Fla.3d DCA 1963). It does not allow courts to rewrite contracts, add meaning that is not present, or otherwise reach results contrary to the intentions of the parties. See, e. g., Rigel v. National Casualty Company, 76 So.2d 285 (Fla.1954); United States Fire Insurance Co. v. Morejon, 338 So.2d 223 (Fla.3d DCA 1976).

Case::Excelsior Ins. Co. v. Pomona Park Bar & Package Store, 369 So.2d 938 (Fla. 1979)

Noncompetition Agreements
Because a noncompetition agreement is in restraint of trade, it is in derogation of the common law and must be strictly construed against the alleged restraint. Riddick v. Suncoast Beauty College, Inc., 579 So.2d 855 (Fla. 2d DCA 1991).

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

Appeal
Interpretation of a contract is a question of law, and an appellate court is not restricted in its review powers from reaching a construction contrary to that of the trial court. Pullam v. Hercules, Inc., 711 So.2d 72, 75 (Fla. 1st DCA 1998) (citing Florida Bd. of Regents v. Mycon Corp., 651 So.2d 149, 153 (Fla. 1st DCA 1995)).

Case::Inter-Active Services, Inc. v. Heathrow Master Ass'n, Inc., 721 So.2d 433 (Fla. 5th DCA 1998)