39 Fla. L. Weekly D457a
Contracts — Settlement agreement — Enforcement — Agreement
settling age discrimination and retaliation action against school by plaintiff
whose contract as school’s headmaster was not renewed — Where settlement
agreement contained confidentiality provision which prohibited plaintiff or his
wife from disclosing agreement to anyone other than plaintiff’s attorneys or
other professional advisors, and plaintiff violated the non-disclosure clause by
disclosing the settlement to his daughter, who then posted information about the
settlement on her Facebook page, it was error for trial court to grant
plaintiff’s motion to enforce the agreement
settling age discrimination and retaliation action against school by plaintiff
whose contract as school’s headmaster was not renewed — Where settlement
agreement contained confidentiality provision which prohibited plaintiff or his
wife from disclosing agreement to anyone other than plaintiff’s attorneys or
other professional advisors, and plaintiff violated the non-disclosure clause by
disclosing the settlement to his daughter, who then posted information about the
settlement on her Facebook page, it was error for trial court to grant
plaintiff’s motion to enforce the agreement
GULLIVER SCHOOLS, INC., a Florida corporation, and SCHOOL MANAGEMENT SYSTEMS,
INC., a Florida corporation, Appellants, v. PATRICK SNAY, Appellee. 3rd
District. Case No. 3D13-1952. L.T. Case No. 10-62368. February 26, 2014. An
Appeal from a non-final order from the Circuit Court for Miami-Dade County,
Peter R. Lopez, Judge. Counsel: Cole, Scott & Kissane, Scott A. Cole and
Kristen A. Tajak, for appellants. Kopelowitz Ostrow Ferguson Weiselberg Keechl,
Jonathan M. Streisfield, David L. Ferguson and Scott J. Weiselberg, for
appellee.
INC., a Florida corporation, Appellants, v. PATRICK SNAY, Appellee. 3rd
District. Case No. 3D13-1952. L.T. Case No. 10-62368. February 26, 2014. An
Appeal from a non-final order from the Circuit Court for Miami-Dade County,
Peter R. Lopez, Judge. Counsel: Cole, Scott & Kissane, Scott A. Cole and
Kristen A. Tajak, for appellants. Kopelowitz Ostrow Ferguson Weiselberg Keechl,
Jonathan M. Streisfield, David L. Ferguson and Scott J. Weiselberg, for
appellee.
(Before SHEPHERD, C.J., and WELLS and SCALES, JJ.)
(WELLS, Judge.) Gulliver Schools, Inc. appeals from a trial court order
granting plaintiff Patrick Snay’s motion to compel enforcement of settlement
agreement. The school maintains Snay is precluded from enforcing the agreement
because he violated a material term, the non-disclosure clause, when he
disclosed to his daughter that his case against Gulliver was settled and he was
happy with the result. We agree with the school and reverse.1
granting plaintiff Patrick Snay’s motion to compel enforcement of settlement
agreement. The school maintains Snay is precluded from enforcing the agreement
because he violated a material term, the non-disclosure clause, when he
disclosed to his daughter that his case against Gulliver was settled and he was
happy with the result. We agree with the school and reverse.1
When Gulliver did not renew Snay’s 2010-2011 contract as the school’s
headmaster, Snay filed a two count complaint asserting causes of action for age
discrimination and retaliation under the Florida Civil Rights Act. On November
3, 2011, the parties executed a general release and a settlement agreement for
full and final settlement of Snay’s claims, with the school to pay $10,000 in
back pay to Snay with “Check # 1”; $80,000 to Snay as a “1099” with “Check #2;
and $60,000 to Snay’s attorneys with “Check # 3.”
headmaster, Snay filed a two count complaint asserting causes of action for age
discrimination and retaliation under the Florida Civil Rights Act. On November
3, 2011, the parties executed a general release and a settlement agreement for
full and final settlement of Snay’s claims, with the school to pay $10,000 in
back pay to Snay with “Check # 1”; $80,000 to Snay as a “1099” with “Check #2;
and $60,000 to Snay’s attorneys with “Check # 3.”
Central to this agreement was a detailed confidentiality provision, which
provided that the existence and terms of the agreement between Snay and the
school were to be kept strictly confidential and that should Snay or his wife
breach the confidentiality provision, a portion of the settlement proceeds (the
$80,000) would be disgorged:
provided that the existence and terms of the agreement between Snay and the
school were to be kept strictly confidential and that should Snay or his wife
breach the confidentiality provision, a portion of the settlement proceeds (the
$80,000) would be disgorged:
13. Confidentiality. . . [T]he plaintiff shall not either
directly or indirectly, disclose, discuss or communicate to any entity or
person, except his attorneys or other professional advisors or spouse any
information whatsoever regarding the existence or terms of this
Agreement. . . A breach . . .will result in disgorgement of the Plaintiffs
portion of the settlement Payments.
Only four days after the agreement was signed, on November 7, 2011, Gulliver
notified Snay that he had breached the agreement based on the Facebook posting
of Snay’s college-age daughter, wherein she stated:
notified Snay that he had breached the agreement based on the Facebook posting
of Snay’s college-age daughter, wherein she stated:
Mama and Papa Snay won the case against Gulliver. Gulliver is now
officially paying for my vacation to Europe this summer. SUCK IT.2
This Facebook comment went out to approximately 1200 of the daughter’s
Facebook friends, many of whom were either current or past Gulliver students.
Facebook friends, many of whom were either current or past Gulliver students.
Although the settlement agreement expressly accorded Snay the unilateral
right to revoke the agreement within seven days of its execution (that is, by
November 10), Snay took no action to revoke the agreement despite Gulliver’s
notification of breach.
right to revoke the agreement within seven days of its execution (that is, by
November 10), Snay took no action to revoke the agreement despite Gulliver’s
notification of breach.
On November 15, 2011, Gulliver sent a letter to Snay’s counsel, stating that
it was tendering the attorney’s fees portion of the parties’ agreement but was
not going to tender Snay’s portion because he had breached the confidentiality
provision.3 That letter included a Joint
Stipulation for Dismissal which reconfirmed in part that “the parties have
settled this action,” and Snay signed off on it and returned it to Gulliver. The
action was dismissed with a reservation of jurisdiction for enforcement of the
settlement agreement.
it was tendering the attorney’s fees portion of the parties’ agreement but was
not going to tender Snay’s portion because he had breached the confidentiality
provision.3 That letter included a Joint
Stipulation for Dismissal which reconfirmed in part that “the parties have
settled this action,” and Snay signed off on it and returned it to Gulliver. The
action was dismissed with a reservation of jurisdiction for enforcement of the
settlement agreement.
On June 9, 2012, Snay filed his motion to enforce the settlement agreement,
arguing that his statement to his daughter and her comment on Facebook did not
constitute a breach. After giving Gulliver an opportunity to take the
depositions of the Snays and their daughter, the court below conducted a hearing
at which the parties agreed to rely on deposition testimony for the purposes of
determining whether there had been a breach of the confidentiality provisions of
the settlement agreement. Following that hearing, the court below entered an
order finding that neither Snay’s comments to his daughter nor his daughter’s
Facebook comments constituted a breach of the confidentiality agreement. We
disagree and reverse.
arguing that his statement to his daughter and her comment on Facebook did not
constitute a breach. After giving Gulliver an opportunity to take the
depositions of the Snays and their daughter, the court below conducted a hearing
at which the parties agreed to rely on deposition testimony for the purposes of
determining whether there had been a breach of the confidentiality provisions of
the settlement agreement. Following that hearing, the court below entered an
order finding that neither Snay’s comments to his daughter nor his daughter’s
Facebook comments constituted a breach of the confidentiality agreement. We
disagree and reverse.
A settlement agreement must generally “be interpreted like any other
contract. That is, absent any evidence that the parties intended to endow a
special meaning in the terms used in the agreement, the unambiguous language is
to be given a realistic interpretation based on the plain, everyday meaning
conveyed by the words.” McIlmoil v. McIlmoil, 784 So. 2d 557, 561 (Fla.
1st DCA 2001).
contract. That is, absent any evidence that the parties intended to endow a
special meaning in the terms used in the agreement, the unambiguous language is
to be given a realistic interpretation based on the plain, everyday meaning
conveyed by the words.” McIlmoil v. McIlmoil, 784 So. 2d 557, 561 (Fla.
1st DCA 2001).
It is axiomatic that the clear and unambiguous words of a contract
are the best evidence of the intent of the parties. See Murry v. Zynyx
Mktg. Communications, Inc., 25 Fla. L. Weekly D478, 774 So. 2d 714, 2000 WL
201186 (Fla. 3d DCA Feb. 23, 2000). Where contracts are clear and unambiguous,
they should be construed as written, and the court can give them no other
meaning. See Institutional & Supermarket Equip., Inc. v. C & S
Refrigeration, Inc., 609 So. 2d 66, 68 (Fla. 4th DCA 1992). In construing a
contract, the legal effect of its provisions should be determined from the words
of the entire contract.
Khosrow Maleki, P.A. v. M.A. Hajianpour, M.D., P.A., 771 So. 2d 628,
631 (Fla. 4th DCA 2000); see Walgreen Co. v. Habitat Dev. Corp.,
655 So. 2d 164, 165 (Fla. 3d DCA 1995) (“When a contract is clear and
unambiguous, the court is not at liberty to give the contract ‘any meaning
beyond that expressed.’ ” (quoting Bay Mgmt. Inc. v. Beau Monde, Inc.,
366 So. 2d 788, 791 (Fla. 2d DCA 1978))); see e.g. Spring Lake NC, LLC
v. Figueroa, 104 So. 3d 1211, 1214 (Fla. 2d DCA 2012) (“If a contract
provision is clear and unambiguous, a court may not consider extrinsic or parol
evidence to change the plain meaning set forth in the contract.” (quoting SCG
Harbourwood, LLC v. Hanyan, 93 So. 3d 1197, 1200 (Fla. 2d DCA 2012))).
631 (Fla. 4th DCA 2000); see Walgreen Co. v. Habitat Dev. Corp.,
655 So. 2d 164, 165 (Fla. 3d DCA 1995) (“When a contract is clear and
unambiguous, the court is not at liberty to give the contract ‘any meaning
beyond that expressed.’ ” (quoting Bay Mgmt. Inc. v. Beau Monde, Inc.,
366 So. 2d 788, 791 (Fla. 2d DCA 1978))); see e.g. Spring Lake NC, LLC
v. Figueroa, 104 So. 3d 1211, 1214 (Fla. 2d DCA 2012) (“If a contract
provision is clear and unambiguous, a court may not consider extrinsic or parol
evidence to change the plain meaning set forth in the contract.” (quoting SCG
Harbourwood, LLC v. Hanyan, 93 So. 3d 1197, 1200 (Fla. 2d DCA 2012))).
In this case, the plain, unambiguous meaning of paragraph 13 of the agreement
between Snay and the school is that neither Snay nor his wife would “either
directly or indirectly” disclose to anyone (other than their
lawyers or other professionals) “any information” regarding the existence or the
terms of the parties’ agreement.
between Snay and the school is that neither Snay nor his wife would “either
directly or indirectly” disclose to anyone (other than their
lawyers or other professionals) “any information” regarding the existence or the
terms of the parties’ agreement.
Because Snay’s deposition testimony that “[m]y conversation with my daughter
was that it was settled and we were happy with the results,” establishes a
breach of this provision, the court below should have denied his motion for
enforcement of the agreement.4 The fact
that Snay testified that he knew he needed to tell his daughter something did
not excuse this breach. There is no evidence that he made this need known to the
school or to his or its attorneys so that the parties might hammer out a
mutually acceptable course of action in the agreement. Rather, before the ink
was dry on the agreement, and notwithstanding the clear language of section 13
mandating confidentiality, Snay violated the agreement by doing exactly what he
had promised not to do.5 His daughter then
did precisely what the confidentiality agreement was designed to prevent,
advertising to the Gulliver community that Snay had been successful in his age
discrimination and retaliation case against the school.
was that it was settled and we were happy with the results,” establishes a
breach of this provision, the court below should have denied his motion for
enforcement of the agreement.4 The fact
that Snay testified that he knew he needed to tell his daughter something did
not excuse this breach. There is no evidence that he made this need known to the
school or to his or its attorneys so that the parties might hammer out a
mutually acceptable course of action in the agreement. Rather, before the ink
was dry on the agreement, and notwithstanding the clear language of section 13
mandating confidentiality, Snay violated the agreement by doing exactly what he
had promised not to do.5 His daughter then
did precisely what the confidentiality agreement was designed to prevent,
advertising to the Gulliver community that Snay had been successful in his age
discrimination and retaliation case against the school.
Based on the clear and unambiguous language of the parties’ agreement and
Snay’s testimony confirming his breach of its terms, we reverse the order
entered below granting the Snays’ motion to enforce the agreement.
Snay’s testimony confirming his breach of its terms, we reverse the order
entered below granting the Snays’ motion to enforce the agreement.
Reversed.
__________________
1Our standard of review is de novo.
Gray v. D & J Indus. Inc., 875 So. 2d 683, 683 (Fla. 3d DCA 2004)
(“The construction of a contract is a question of law for the courts to
determine where the language used in the written contract is clear, unambiguous,
and susceptible of only one interpretation.”); see also Abel Homes at
Naranja Villas, LLC v. Hernandez, 960 So. 2d 891, 893 (Fla. 3d DCA 2007)
(same).
Gray v. D & J Indus. Inc., 875 So. 2d 683, 683 (Fla. 3d DCA 2004)
(“The construction of a contract is a question of law for the courts to
determine where the language used in the written contract is clear, unambiguous,
and susceptible of only one interpretation.”); see also Abel Homes at
Naranja Villas, LLC v. Hernandez, 960 So. 2d 891, 893 (Fla. 3d DCA 2007)
(same).
2Snay’s position was that he never told
the daughter that he had “won” the case and the daughter did not go to Europe
that summer, nor had she planned to do so. This, however, does not change our
analysis.
the daughter that he had “won” the case and the daughter did not go to Europe
that summer, nor had she planned to do so. This, however, does not change our
analysis.
3It later tendered the back wages
($10,000) portion of the agreement.
($10,000) portion of the agreement.
4The significance of this provision is
evidenced by the fact that Snay’s entitlement to a significant sum of money is
expressly conditioned on his compliance with this provision. It is also
highlighted by the ramifications visited on Gulliver as a consequence of Snay’s
breach/disclosure when his daughter communicated to 1200 people, many associated
with Gulliver, that Snay had been justified in his discrimination and
retaliation claims.
evidenced by the fact that Snay’s entitlement to a significant sum of money is
expressly conditioned on his compliance with this provision. It is also
highlighted by the ramifications visited on Gulliver as a consequence of Snay’s
breach/disclosure when his daughter communicated to 1200 people, many associated
with Gulliver, that Snay had been justified in his discrimination and
retaliation claims.
5According to Snay he knew the litigation
was important to his daughter and he knew he would have to tell her something
about its resolution. So moments after signing the agreement, he had a
conversation with his wife, and they agreed to inform their daughter that the
case was settled and they were happy with the result.
was important to his daughter and he knew he would have to tell her something
about its resolution. So moments after signing the agreement, he had a
conversation with his wife, and they agreed to inform their daughter that the
case was settled and they were happy with the result.
Snay explained:
What happened is that after settlement my wife and I went in the
parking lot, and we had to make some decisions on what we were going to tell my
daughter. Because it’s very important to understand that she was an intricate
part of what was happening. She was retaliated against at Gulliver. So she knew
we were going to some sort of mediation. She was very concerned about it.
Because of what happened at Gulliver, she had quite a few psychological scars
which forced me to put her into therapy.
So there was a period of time that there was an unresolved enclosure
for my wife and me. It was very important with her. We understood the
confidentiality. So we knew what the restrictions were, yet we needed to tell
her something.
* * *