GE Fanuc Intelligent Platforms Embedded v. Brijot Imaging Systems, Inc.
Docket: No. 5D10-860
Court: District Court of Appeal of Florida; January 20, 2011; Florida; State Appellate Court
GE Fanuc Intelligent Platforms Embedded Systems, Inc., now known as GE Intelligent Platforms Embedded Systems, Inc., is appealing a summary judgment that favored Brijot Imaging Systems, Inc. in a breach of contract case. The trial court ruled that a release sent by GE to Brijot nullified any claims GE had against Brijot. GE contends that the release was ambiguous and had been withdrawn before Brijot accepted it. Upon review, the appellate court found that there are significant disputed material facts and reversed the summary judgment.
Brijot had a prior contract with GE's predecessor, SBS Technologies, acknowledging a debt of $865,887, which Brijot agreed to repay at $25,000 per month. After defaulting on payments, GE, having acquired SBS in 2006, sought to collect the outstanding balance by hiring a collection firm. Brijot agreed to pay $76,968 in exchange for a release from GE, but GE’s attorneys negotiated limited release terms instead of a full release.
The executed release stated it covered claims related to the unpaid GE Fanuc account but did not affect other accounts or claims with GE or related entities. The release was conditional upon Brijot wiring the payment or delivering a certified check. After Brijot had agreed to the payment, GE discovered an additional debt of $428,919.08 owed by Brijot and rescinded the release. Brijot, however, sent a check for the agreed amount, which GE deposited, leading to a lawsuit for the remaining balance.
In its defense, Brijot argued that GE had accepted the payment while attempting to avoid the release. GE argued that the release was limited to a specific account, creating a latent ambiguity regarding its applicability to other accounts. The court acknowledged the existence of latent ambiguity necessitating further interpretation based on extrinsic evidence.
Intent between parties can be established through parol evidence when a latent ambiguity arises, indicating a gap in the contract not evident from its wording, as established in Hunt v. First Nat’l Bank of Tampa. When such an ambiguity exists, it creates a disputed material fact, preventing summary judgment on the agreement’s interpretation, as noted in Mac-Gray Servs. Inc. v. Savannah Assocs. of Sarasota. Additionally, there is a dispute regarding GE’s alleged revocation of a release before Brijot accepted it. The trial court found GE ineligible for rescission because it retained payments from Brijot. This situation is viewed more as a matter of contract formation, where generally an offer can be revoked anytime before acceptance, as stated in Sullivan v. Econ. Research Props. Evidence suggests GE’s revocation was communicated to Brijot before acceptance via payment. Brijot contends that any revocation was ratified by GE’s delay in expressing the intent to void and by its retention of the funds. However, this claim does not affect the release’s validity, and GE's retention of funds does not constitute undue delay in expressing its intent. Consequently, the summary judgment is reversed, and the case is remanded for trial. A distinction is made that a patent ambiguity is evident in the document and cannot be clarified by parol evidence, as per Crown Mgmt. Corp. v. Goodman.
