Full Opinion

Third District Court of Appeal State of Florida Opinion filed March 11, 2020. Not final until disposition of timely filed motion for rehearing. ________________ No. 3D19-0826 Lower Tribunal No. 18-11994 ________________ Super Cars of Miami, LLC, Appellant, vs. Jacques Bermon Webster, Appellee. An appeal from the Circuit Court for Miami-Dade County, Rodolfo A. Ruiz, Judge. Bruck & Tischler, and Yehuda D.B. Bruck, for appellant. Dorta & Ortega, P.A., and Omar Ortega, and Sullyng C. Ceballos, for appellee. Before SALTER, SCALES, and MILLER, JJ. MILLER, J. Appellant, Super Cars of Miami, LLC (“Super Cars”), challenges a final order granting declaratory relief to Jacques Bermon Webster, professionally known as Travis Scott, in the action below. The lower tribunal determined that Webster bore no individual financial responsibility to Super Cars for loss of rental income and the diminution in vehicular value resulting from an accident involving a hired Lamborghini. For the reasons set forth below, we discern no error in the result rendered below and affirm.1 BACKGROUND On the eve of the New Year, 2017, Webster rented a 2012 Lamborghini Aventador from Super Cars, an outfit specializing in the rental of high-end luxury and exotic vehicles in South Florida. Early that evening, the Lamborghini was involved in a collision with another automobile and sustained extensive damage. The parties subsequently executed a Settlement Agreement. The Settlement Agreement provided, in relevant part: Webster will only pay for any and all reasonable repairs to the [Lamborghini] . . . Pursuant to the certain rental agreement entered into by and between Mr. Webster and Super Cars on or about December 31, 1 Although we decline to wholly adopt the reasoning employed by the lower tribunal, the result reached below is eminently correct. See Robertson v. State, 829 So. 2d 901, 906-07 (Fla. 2002) (“The key to the application of this doctrine of appellate efficiency is that there must have been support for the alternative theory or principle of law in the record before the trial court.”); Dade Cty. Sch. Bd. v. Radio Station WQBA, 731 So. 2d 638, 644 (Fla. 1999) (“[I]f a trial court reaches the right result, but for the wrong reasons, it will be upheld if there is any basis which would support the judgment in the record.”). 2 2017, the parties agree that TS Enterprises and/or Webster will submit this claim to insurance . . . for all repairs, lost rental income and diminished value as determined by a third party mutually agreed to by both parties, and the parties will exhaust all remedies thereunder prior to Super Cars seeking any contribution from Webster, TS Enterprises or any other party. The parties retained third-party adjusters and, ultimately, agreed to a sum certain for the cost of reasonable repairs. This stipulation was memorialized by a written document, referenced as an Acknowledgment. The Acknowledgment set forth the following: Yaniv Eliyahu (“Eliyahu”) and Super Cars of Miami (Eliyahu and Super Cars of Miami collectively “Super Cars”) hereby acknowledge[] that Jacques Webster’s a/k/a Travis Scott (“Scott”) payment of [redacted] to its lawyer’s trust account covers any and all repairs associated with the Accident (“Repair Payment”). Once the wire is received by Super Cars, Super Cars agrees that it is wholly responsible for any and all repairs to the Vehicle and [Webster] is in no way liable for any and all additional repair costs arising from the Accident as contemplated in the [A]greement by and between [Webster] and Super Cars, dated January 1, 2018. The parties acknowledge and agree that [Webster] is paying the Repair Payment personally and will not be submitting or need to submit the claim to his personal vehicle insurance policy. Webster promptly remitted payment, by wire transfer, of the referenced dollar amount. After receiving the wire, Super Cars demanded additional funds, purportedly relating to loss of rental income and diminution in value the vehicle sustained during the repair period. In response, Webster filed a complaint in the circuit court, seeking 3 a formal judicial declaration that he harbored no further responsibilities under the applicable contractual language. At Webster’s request, the trial court convened an expedited final hearing. Webster argued that, under the plain language of the Settlement Agreement he was solely responsible for paying the cost of reasonable repairs.2 He further asserted he satisfied that obligation, as memorialized in the Acknowledgment, thus, he harbored no further individual financial accountability. Super Cars disagreed, contending the contractual reference to contribution, following insurance submission, necessarily imputed an obligation to pay for loss of rental income and diminished value. The lower tribunal rendered judgment relieving Webster of any personal financial responsibility for lost rental income or diminished value. The instant appeal ensued. ANALYSIS “The interpretation of a contract, including whether the contract or one of its terms is ambiguous, is a matter of law subject to de novo review.” Real Estate Value Co., Inc. v. Carnival Corp., 92 So. 3d 255, 260 (Fla. 3d DCA 2012) (citations omitted). “Where the words of a contract in writing are clear and unambiguous, its 2 The Settlement Agreement contains an indemnification provision associated with the other vehicle involved in the accident. Neither party has asserted, here or below, that indemnity is ripe. 4 meaning is to be ascertained in accordance with its plainly expressed intent.” M & G Polymers USA, LLC v. Tackett, 574 U.S. 427, 435, 135 S. Ct. 926, 933, 190 L. Ed. 2d 809 (2015) (quoting 11 Williston, Williston on Contracts §30:6 (4th ed. 2012)). “We cannot determine the rights of the parties by looking at only a part of the contract. We must construe it as a whole.” Marion Mortg. Co. v. Howard, 100 Fla. 1418, 1425, 131 So. 529, 531 (1930) (citations omitted). “[A] cardinal principle of contract interpretation is that the contract must be interpreted in a manner that does not render any provision of the contract meaningless.” Silver Shells Corp. v. St. Maarten at Silver Shells Condo. Ass’n, Inc., 169 So. 3d 197, 203 (Fla. 1st DCA 2015) (citations omitted). Thus, “we must construe the provisions of a contract in conjunction with one another so as to give reasonable meaning and effect to all of the provisions.” Aucilla Area Solid Waste Admin. v. Madison Cty., 890 So. 2d 415, 416-17 (Fla. 1st DCA 2004) (citation omitted). In the instant case, an examination of the disputed contractual provisions reveals no ambiguity. The substantive terms of the Settlement Agreement begin with the recitation that Webster “agrees to assume responsibility as set forth below for the damage to the 2012 Lamborghini Aventador.” The ensuing sentence reads, “Webster will only pay for any and all reasonable repairs to the [Lamborghini] . . . ” (Emphasis added). 5 “As aptly stated by another court, ‘[o]nly means only.’” 1000 Friends of Fla., Inc. v. Palm Beach Cty., 69 So. 3d 1123, 1127 (Fla. 4th DCA 2011) (alteration in original) (quoting Union Station Assocs., LLC v. Puget Sound Energy, Inc., 238 F. Supp. 2d 1218, 1225 (W.D. Wash. 2002)). “It means to the exclusion of all else.” Fournier v. Kattar, 238 A.2d 12, 16 (N.H. 1968) (citing Moore v. Stevens, 90 Fla. 879, 106 So. 901 (1925)). The parties could have inserted losses sustained for lost rental income and diminished value in this provision, had they so desired. See Int’l Expositions, Inc. v. City of Miami Beach, 274 So. 2d 29, 30-31 (Fla. 3d DCA 1973) (“[C]ourts may not rewrite, alter, or add to the terms of a written agreement between the parties and may not substitute their judgment for that of the parties in order to relieve one from an alleged hardship of an improvident bargain.”) (citations omitted). Despite the clarity of this provision, Super Cars urged below that the succeeding passages, “the parties agree that TS Enterprises and/or Webster will submit this claim to insurance . . . for all repairs, lost rental income and diminished value,” and “the parties will exhaust all remedies thereunder prior to Super Cars seeking any contribution from Webster, TS Enterprises or any other party,” serve to extend Webster’s personal liability to loss of rental income and diminished value. We reject this construction, as it is abundantly clear that construing these clauses to allow for recovery beyond the cost of repairs against Webster, individually, would 6 render the preceding limitation of liability provision wholly meaningless. See Horizons A Far, LLC v. Plaza N 15, LLC, 114 So. 3d 992, 994 (Fla. 5th DCA 2012) (“In interpreting a contract, ‘[c]ourts are not to isolate a single term or group of words and read that part in isolation; the goal is to arrive at a reasonable interpretation of the text of the entire agreement to accomplish its stated meaning and purpose.’”) (alteration in original) (quoting Delissio v. Delissio, 821 So. 2d 350, 353 (Fla. 1st DCA 2002)); see also State Farm Fla. Ins. Co. v. Phillips, 134 So. 3d 505, 508 (Fla. 5th DCA 2014) (“Specific provisions of a contract control over general conditions.”) (citation omitted). By their plain language, the later provisions merely govern the priority of payment, compelling Super Cars to endeavor to recover any losses first from the insurer. They do not address from whom the respective damages may be collected. Consequently, as “[i]n interpreting a contract, ‘it must be assumed that each clause has some purpose’ and ‘the court should interpret the contract in such a way as to give effect to every provision,’” the trial court correctly determined that Webster was not individually responsible for loss of rental income and diminution in value damages. Goff v. Kenney-Goff, 145 So. 3d 928, 929-30 (Fla. 4th DCA 2014) (quoting Sch. Bd. of Broward Cty. v. Pierce Goodwin Alexander & Linville, 137 So. 3d 1059, 1067 (Fla. 4th DCA 2014)). Accordingly, we find no error and affirm the declaratory judgment under review. 7 Affirmed. 8