Legal Memorandum: Determination of the Terms of a Contract

Issue: Under Florida law, is the determination of the terms of a contract a question of fact?

          The determination of the terms of a contract is a question of fact.  C.Q. Farms, Inc. v. Cargill, Inc., 363 So. 2d 379, 380-81 (Fla. 1st Dist. Ct. App. 1978).  Similarly, the question of whether a party intended to assume another’s obligations under a contract is one of fact.  Joseph Bucheck Constr. Corp. v. W.E. Music, 420 So. 2d 410, 412 (Fla. 1st Dist. Ct. App. 1982).  The questions of whether a contract is breached and which party first breached, again, are questions of fact.  Babe, Inc. v. Baby’s Formula Serv., Inc., 165 So. 2d 795, 798 (Fla. 3d Dist. Ct. App. 1964).

The district court’s findings of fact may not be reversed unless “clearly erroneous” and thus the clearly erroneous standard of review applies to these contract questions.  Fed. R. Civ. P. 52(a).  The burden is on an appellant to demonstrate that the district court’s findings are clearly wrong.  Lincoln v. Board of Regents of Univ. Syst., 697 F.2d 928, 939 (11th Cir. 1983).  The Court of Appeals may not consider the factual issues de novo.  Zenith Radio Corp. v. Hazeltine Research, Inc., 395 U.S. 100, 123 (1969).

The district court’s decision to admit evidence is reviewed under the abuse of discretion standard.  General Elec. Corp. v. Joiner, 522 U.S. 136, 141 (1997).  Whether the admission of particular evidence is outcome determinative does not change this standard.  Id. at 141-42.