I RELEASED WHAT? WORDS MATTER, BE CAREFUL WHAT YOU SIGN By: Michael E. Stearns, Esq., Stearns, Roberts & Guttentag, LLC There is perhaps nothing more common in Florida’s construction industry than the concept of providing a release in exchange for payment. Every day, contractors, subcontractors and suppliers execute releases in exchange for payment or in anticipation of payment. Understanding what you are signing and the legal effect it has on your rights is critical to preserving your right to payment. As a starting point, it should be noted that lien or bond rights are cumulative. These rights can be thought

By Douglas J. Roberts, Esq. If you are scouring your written contract to determine whether you are going to have to litigate a case in court, or whether you’re bound by an arbitration clause, then chances are you have already missed your best opportunity to choose your preferred method of dispute resolution – – at the time you signed the contract. Absent a binding arbitration clause in a contract, the parties to a dispute will find themselves litigating their construction matter in state or federal court. Litigation and arbitration both have their pros and cons. In this article, we’ll discuss

Absent Ambiguity, Plain Meaning of Contract Language Controls By: Michael E. Stearns, Esq., Stearns, Roberts & Guttentag, LLC The best contracts clearly and unambiguously spell out the rights and responsibilities of the parties. Where contract language is susceptible of more than one interpretation, however, courts are charged with the responsibility of determining the intent of the parties. Where language is not ambiguous, courts generally will not go beyond the language of the contract itself to determine the meaning of the contract language. Where language is found to be ambiguous, however, courts allow evidence outside of the contract called “parol” evidence

By: Douglas Roberts, Esq. In Martin County v. Polivka Paving, Inc., 2010 WL 1881089 (Fla. 4th DCA 2010) the court reviewed the issue of whether a contractor on a government project could be awarded damages for home office overhead when a contract was delayed, but not entirely suspended by the government. Martin County (“County”) and Polivka Paving, Inc. (“Contractor”) entered into a contract for the construction of soccer fields at a County park (“Project”). After unforeseen site conditions delayed construction, adding several months to the contract’s completion date, the County and the Contractor agreed on change orders for some work

By: Douglas J. Roberts, Esq. Where a contractor or subcontractor is unlicensed and enters into a contract, the contract is void and unenforceable by the unlicensed contractor. In Earth Trades, Inc. v. T&G Corporation, 2010 WL 3359412 (Fla. 5th DCA 2010), Earth Trades, a subcontractor, entered into a subcontract with T & G Corporation (T & G), a general contractor, to perform site work for a parking garage. T & G claimed that Earth Trades performed its work in a defective manner and terminated the subcontract with Earth Trades. T & G subsequently sued Earth Trades for breach of contract.

By: Douglas J. Roberts, Esq. Generally, officers and directors of corporations are not personally liable for the corporation’s obligations under a contract. However, a party to contract negotiations seeking more assurance than the mere performance of a corporation may attempt to obtain a personal guarantee from the corporation’s principal that is signing the contract by adding language to the contract that will bind the principal individually. In Coleman v. 688 Skate Park, Inc., WL 2836138 (Fla. 2d DCA), July 21, 2010), 688 Skate Park, Inc. (“Tenant”) entered into a commercial lease agreement with Coleman (“Landlord”). When the Tenant failed to