Cengage Advantage Books: Fundamentals of Business Law 9th Edition by Roger LeRoy Miller

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L H Construction Co.v.Circle Redmont, Inc.
District Court of Appeal of Florida, Fifth District, 55 So, 3d 630(2011).
www.5cda.org/opinions.shtml
FACTS L H Construction Company was a general contractor involved in the renovation of the Thomas Edison historic site in West Orange, New Jersey, for the National Park Service. L H contracted with Circle Redmont, Inc., which is based in Melbourne, Florida, to make a cast-iron staircase and a glass flooring system. Circle's original proposal was to "engineer, fabricate, and install" the staircase and flooring system. During negotiations, however, installation and its costs were cut from the deal. In the final agreement, payment was due on "Supervision of Installation" instead of "Completion of Installation." Nevertheless, the final agreement stated that Circle would "engineer, fabricate, and install." Later, Circle claimed that this was a mistake. L H insisted that installation was included. L H filed a suit in a Florida state court against Circle. The court found that the word install in the phrase "engineer, fabricate, and install" was the result of a mutual mistake. L H appealed.
ISSUE Was the use of the word install in the phrase, "engineer, fabricate, and install" a mutual mistake of fact?
DECISION Yes. A state intermediate appellate court upheld the lower court's decision on the question of whether the use of the word install in the parties' agreement was a mutual mistake.
REASON The appellate court explained that the contract between these parties was ambiguous. The proposal indicated that Circle would "engineer, fabricate, and install" the staircase and flooring system, but the agreement stated that L H's final payment was due on "Supervision" of the installation. According to the testimony of Circle's witnesses, the final agreement stated the parties' understanding-Circle would only supervise the installation, not perform it. Installation was cut from the contract as a cost-saving measure at the request of L H's president. The trial court determined that these witnesses were credible.
WHAT IF THE FACTS WERE DIFFERENT? Suppose that Circle Redmont had intentionally misled L H to believe that installation was included in the price. Would the court's decision on the mutual mistake issue have been different? Discuss.