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Courts Cannot and Will Not Rewrite Contracts to Relieve One Party From an Alleged Hardship or Improvident Bargain

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 Declaration.

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.

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