In Spectrum Interiors, Inc. v. Exterior Walls, Inc., 2 So. 3d 1093 (Fla. 5th DCA 2009), Spectrum Interiors, Inc. (“Subcontractor”) was a subcontractor that subcontracted the stucco scope of work to the sub-subcontractor Exterior Walls, Inc. (“Sub-subcontractor”). Sub-subcontractor filed suit for non-payment. Subcontractor defended on a release that Sub-subcontractor had given.
In the release, Sub-subcontractor represented that it:
1. had been paid in full through September 30, 2003;
2. did not reserve any claims;
3. waived, released, and relinquished all claims, damages, losses, expenses that it “has now or may have had”…whether arising under a contract, in tort, in equity or otherwise; and
4. assigned to the general contractor all right, title and interest it had or may have in any claim arising before September 30, 2003.
The trial court essentially ignored Subcontractor’s defense based on the release and entered judgment for $851,000.00 against Subcontractor. On appeal, the court applied the rule that, “Where the language of a release is clear and unambiguous, courts cannot indulge in construction or interpretation of its plain meaning; an exception to this rule occurs only when a latent ambiguity exists.” The same rule applies more generally when courts are called upon to determine the meaning of a contract.
The appellate court found that the release signed by the Sub-subcontractor was clear and unambiguous. It court ruled that any claims arising before September 30, 2003 had been assigned to the general contractor and that Sub-subcontractor was not entitled to recover on them. Because Sub-subcontractor had not provided evidence of the dates when the claims for payment arose, the appellate court ordered a new trial on the amount of Sub-subcontractor’s damages.