A Miami Dade Court once again affirmed that contracts are voluntary undertakings
and contracting parties are free to bar for and to specify the terms and
conditions of their agreement, and that when parties do contract, the
Court does not have the right nor ability to substitute its judgment for
that of the parties. The Court further confirmed that when a contract
is clear and ambiguous, a Court’s role is to apply the parties’
contract as written and not rewrite the contract.
Here, the Sonesta operates a hotel located with Mutiny on the Park Condominium
in Coconut Grove. Mutiny Bank is a separate condominium run by its own
association. Munity Bay was granted an easement by the Sonesta’s
predecessor for use of the Sonesta’s garage (“Easement Declaration”).
After various disputes regarding the terms of the Easement Declaration,
specifically, the amount of operating expenses owed by Mutiny Bay for
use of the parking garage, the Sonesta and the Mutiny Bay entered into
a Settlement Agreement clarifying the terms and amount of operating expenses
owed by Mutiny Bay. Thereafter, the Sonesta and Mutiny Bay entered into
a First Amendment to the Settlement Agreement further clarifying and defining
Mutiny Bay’s obligation with respect to operating expenses.
Subsequently, the Sonesta decided to replace the stucco in the parking
garage. The Sonesta invoiced Mutiny Bay for its share of the stucco repair
expense claiming that it fit within the definition of operating expenses
under the Easement Declaration. Mutiny Bay refused to pay said expenses,
asserting that it was not responsible for the cost of this stucco project
under the terms of the First Amendment to the Settlement Agreement. The
Sonesta argued that the First Amendment to the Settlement Agreement left
intact the more expansive definition of Operating Expenses from the Easement
The Sonesta then filed suit for breach of contract and unjust enrichment.
Both the Sonesta and the Mutiny Bay sought Final Summary Judgment.
In its opinion, the Court noted that the resolution of the parties dispute
turned entirely upon the terms of the parties governing agreements, finding
that the Sonesta’s argument was “wholly without merit”
and concluding that the First Amendment to the Settlement Agreement “clearly
and unambiguously” required Mutiny Bay to pay only fixed amount
to cover its operating expenses. The Court further stated that while it
was clear that under the terms of the Easement Declaration the cost of
the stucco repairs would have been included in the definition of operating
expenses, with the First Amendment to the Settlement Agreement the parties
clearly and unambiguously decided to contractually “change the rules
of the engagement” and accordingly, were bound by said terms.
The Court’s ruling in this case is a clear and unequivocal reminder
that when contracting, parties must pay very careful attention to the
terms, conditions and clauses they are employing as Courts cannot and
will not relieve one party of a difficult or careless bargain.