Can Parol Evidence, Under Florida Law, be used to change terms of an operating agreement?

Answer From Appeal Brief, 5th DCA, use of parol evidence: Drafted by Arcadier and Associates, P.A.

Summary Judgment was proper because the Plaintiff’s theory of ownership relies on inadmissible parol evidence that is contradicted by the written terms of the operating agreements

The rule is that on Summary Judgment, “Supporting and opposing affidavits shall be made on personal knowledge, shall set forth such facts as would be admissible in evidence.”  Fla. R. Civ. P. 1.510(e). changing contract with parol evidence

According to the terms of the operating agreements assignment of ownership for each company is only effective if the following written conditions are met; First all members must agree to the transfer in writing; Second the transferee must agree in writing to be bound by the operating agreements.  (A. 48) and (A. 77).

The only facts Plaintiff brought forth at summary judgment are purported admissions, waivers, meeting minutes, and public records to argue that he is a member of Alpha Properties and Zeta Medical.

The Plaintiff is essentially asking this court to look at every conversation, every transaction, and every subjective belief the parties have maintained over almost a two decade long period of time to determine the meaning of the operating agreements.  This approach that the Plaintiff advocates for is a misapplication of the law.

The rule is that where the terms are unambiguous, the parties’ intent must be discerned from the four corners of the document. Dows v. Nike, Inc., 846 So.2d 595, 601 (Fla. 4th DCA 2003).

None of the information provided by the Plaintiff at summary judgment is admissible because it is parol evidence.  Crown Management Corp. v. Goodman, 452 So.2d 49, 52 (Fla. 2nd DCA 1984).

The terms of the operating agreements are clear and unambiguous which precludes the Plaintiff’s parol evidence including meeting minutes, admissions, and statements of the Plaintiff and Defendant.  Crown Management Corp., 452 So.2d at 52.

The Plaintiff failed to bring forth any written transfer agreements to satisfy the contractual requirements set out in the operating agreements. “When analyzing a claim for breach of an operating agreement, the precise terms of the agreement are critical.” Dinuro Investments, LLC v. Camacho, 141 So. 3d 731, 740 – 741 (Fla. 3rd DCA 2014).

Admissions, waivers, and meeting minutes are not written transfer agreements or amendments to the operating agreement executed by the members of Alpha Properties and Zeta Medical.  Id.

If there is a dispute between the written agreement and verbal agreements to transfer the membership of Alpha Properties and Zeta Medical to the Plaintiff and Defendant the written operating agreements prevail.  See F.S. 608.423(1).

Additionally both operating agreements contain complete agreement provisions that specifically state they are complete agreements that “supersede any and all agreements, representations, warranties, statements, promises, and understandings, whether oral or written, with respect to the subject matter hereof and thereof.”  See (A. 47) and (A. 81).

Because there was no proper assignment from the professional associations to the Plaintiff or Defendant, the Court was correct to conclude that it was undisputed that Plaintiff and Defendant  were not members of Alpha Properties or Zeta Medical or parties to the contract.  Therefore the Court correctly entered summary judgment against the Plaintiff.

 

This excerpt, while currently legally applicable, it nonetheless relies on particular facts of the case. To apply the law to the particular of your case, you should consult with an experienced attorney.

  • Status: Pending