Third District Court of Appeal
State of Florida
Opinion filed August 26, 2026.
Not final until disposition of timely filed motion for rehearing.
No. 3D25-0492
Lower Tribunal No. 24-10864-CA-01
Grace & Naeem Uddin Inc.,
Appellant,
vs.
Miami-Dade County,
Appellee.
An Appeal from the Circuit Court for Miami-Dade County, Javier Enriquez, Judge.
Elder & Lewis, P.A., and David R. Elder and Kerry H. Lewis, for appellant.
Geraldine Bonzon-Keenan, Miami-Dade County Attorney and Brianna E. Donet and Eduardo W. Gonzalez and Sophia Guzzo, Assistant County Attorneys, for appellee.
Before SCALES, C.J., and LOBREE and GOODEN, JJ.
LOBREE, J.
Grace & Naeem Uddin, Inc. (“GNU”) appeals an order granting MiamiDade County (“the County”)’s motion to dismiss without prejudice and an
order denying GNU’s motion to reopen the case and for leave to amend its
complaint. We find that the trial court erroneously dismissed GNU’s
complaint based on its improper conclusion that GNU had failed to exhaust
administrative remedies and therefore reverse.1
BACKGROUND
This case arises from a dispute between GNU and the County
following the County’s termination of a contract between them. The County
and GNU contracted for the renovation of the County’s Culmer Overtown
Neighborhood Service Center. Article 11 of the contract sets forth an
administrative process for resolution of disputes between the parties. In
relevant part, Article 11 C. provides:
1) The following provisions shall govern disputes
under this Contract unless the Special Provisions to
this Contract contain the requirement for the use of
an alternate dispute resolution method. . . .
a. In the event the Contractor and Owner are unable
to resolve their differences concerning any
1
We decline to reach the merits of whether GNU sufficiently stated a claim for declaratory relief as the trial court did not rule on that issue. See Hernandez v. Kissimmee Police Dep’t, 901 So. 2d 420, 421 (Fla. 5th DCA 2005) (“It is the function of the appellate court to review errors allegedly committed by the trial court, not to entertain for the first time on appeal issues.”).
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determination made by the Architect/Engineer or
Owner on any dispute or claim arising under or
relating to the Contract (referred to in this Section as
a “Dispute”), either the Contractor or Owner may
initiate a dispute in accordance with the procedure
set forth in this article. Exhaustion of these
procedures shall be a precondition to any lawsuit
permitted hereunder.
b. For contracts with a value of $5 million or less, all
Disputes under this Contract shall be decided by the
Department Director or his designee. For contracts
valued at more than $5 million, Disputes shall be
decided by a designee appointed by the [Office of the
Mayor (“OOM”)]. Decisions rendered by the
Department Director or OOM designee shall not be
binding but shall be admissible in a court of
competent jurisdiction.
f. The Department Director or OOM designee shall
issue a written decision within 15 working days after
conclusion of any testimonial proceedings and, if no
testimonial proceeding is conducted, within 45 days
of the filing of the last written submission. This written
decision shall set forth the reasons for the disposition
of the claim and a breakdown of any specific issues
or subcontractor claims. As indicated previously, the
decision of the Department Director or OOM
designee is not binding on the parties, but will be
admissible in the court of competent jurisdiction.
g. If either party wishes to protest the decision of the
Department Director or OOM designee, such party
may commence an action in a court of competent
jurisdiction, within the periods prescribed by law, it
being understood that the review of the court shall be
limited to the question of whether or not the
Department Director or OOM designee’s
determination was arbitrary and capricious,
unsupported by any competent evidence, or so
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grossly erroneous to evidence bad faith.
In September 2019, the parties proceeded with the dispute resolution
process outlined in Article 11 before a designee appointed by the Office of
the Mayor (“OOM”). After a hearing, in June 2024, the OOM designee
entered their written findings of fact and conclusions of law finding the County
properly terminated GNU for cause and that damages would be determined
in a separate dispute. GNU then filed a complaint for breach of contract in
the circuit court for wrongful termination and for declaratory relief stating that
the County failed to follow Article 11 and the OOM designee’s decision was
arbitrary, capricious, and therefore inadmissible. The County moved to
dismiss arguing, in relevant part, that GNU failed to exhaust administrative
remedies as it did not comply with the appeal process in Article 11. GNU
responded, contending that administrative remedies were exhausted as the
appeal process laid out in Article 11 was optional rather than binding.
The trial court heard argument on the motion and ultimately dismissed
GNU’s complaint without prejudice finding: (1) the four corners of the contract
required the dispute resolution procedures be exhausted before
commencing an action in circuit court; and (2) that if GNU wished to
challenge the OOM designee’s decision as arbitrary and capricious it needed
to raise that challenge before the Appellate Division of the circuit court. The
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clerk’s office then closed the case. GNU moved to reopen the case and for
leave to amend its complaint to only include the claim for breach of contract
by wrongful termination. The trial court heard argument and denied the
motion, stating it agreed “with [the County’s] argument and contractual
interpretation.” This appeal followed.
ANALYSIS
“We review orders granting a motion to dismiss under a de novo
standard of review.” Williams Island Ventures, LLC v. de la Mora, 246 So.
3d 471, 475 (Fla. 3d DCA 2018). GNU contends the trial court erred in
dismissing the complaint for failure to exhaust administrative remedies
because while Article 11 subsections C. 1) a-f are mandatory, the language
of Article 11 C. 1) g makes it clear that compliance with that section is
optional. We agree.
“When interpreting a contract, the court must first examine the plain
language of the contract for evidence of the parties’ intent.” Beach Towing
Servs., Inc. v. Sunset Land Assocs., LLC, 278 So. 3d 857, 860 (Fla. 3d DCA
2019) (quoting Perez-Gurri Corp. v. McLeod, 238 So. 3d 347, 350 (Fla. 3d
DCA 2017)). Article 11 C. 1) g states:
g. If either party wishes to protest the decision of the
Department Director or OOM designee, such party
may commence an action in a court of competent
jurisdiction, within the periods prescribed by law, it
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being understood that the review of the court shall be
limited to the question of whether or not the
Department Director or OOM designee’s
determination was arbitrary and capricious,
unsupported by any competent evidence, or so
grossly erroneous to evidence bad faith.
The County urges this court to find the plain language of this section
requires GNU to obtain appellate review of the OOM designee’s decision
pursuant to Article 11 C. 1) g before it may bring another suit against the
County. GNU contends the plain language of subsection g shows that
following this procedure is merely optional and GNU was only required to
follow the procedure outlined in subsection g if it wanted to prevent the OOM
designee’s decision from becoming admissible in court.
Upon our review of the plain language of Article 11 C. 1) g, we conclude
that GNU was not required to file an appeal in the Appellate Division of the
circuit court as argued by the County. Where a contract term “is of uncertain
meaning, may be fairly understood in more ways than one, and is susceptible
of interpretation in opposite ways,” it must be construed against the drafter.
Catalina W. Homeowners Ass’n, Inc. v. First Cmty. Ins. Co., 418 So. 3d 689,
695 (Fla. 3d DCA 2025); see Am. K-9 Detection Servs., Inc. v. Cicero, 100
So. 3d 236, 239 (Fla. 5th DCA 2012) (“To the extent any ambiguity exists, it
will be strictly construed against the drafter.”); City of Homestead v. Johnson,
760 So. 2d 80, 84 (Fla. 2000) (“An ambiguous term in a contract is to be
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construed against the drafter.”); Agile Assur. Grp., Ltd. v. Palmer, 147 So. 3d
1017, 1018 (Fla. 2d DCA 2014) (noting “the well-settled rule of construction
requiring that ambiguities in contracts must be construed against the
drafter”). It is undisputed that the County is the drafter of this contract.
Therefore, viewing the language in favor of GNU, subsection g states that if
a party “wishes” to “protest” the OOM designee’s decision it “may”
commence an action in court of competent jurisdiction. This language is
clearly permissive rather than mandatory. See Sloban v. Florida Bd. of
Pharmacy, 982 So. 2d 26, 33 (Fla. 1st DCA 2008) (“Under the plain meaning
rule, ‘may’ denotes a permissive term.”). GNU was therefore permitted, but
not required, to protest the OOM designee’s decision “in a court of competent
jurisdiction” before proceeding to file its suit before the trial court. As this
action was permissive rather than mandatory, the trial court erred by
dismissing GNU’s complaint and finding GNU was required to pursue an
administrative appeal as outlined in subsection g before filing its suit.
Reversed and remanded.
SCALES, C.J., and GOODEN, J., concur.
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Grace & Naeem Uddin, Inc. v. Miami-Dade County
Case No. 3D25-0492
GOODEN, J. (specially concurring)
A recurring problem in contract cases warrants emphasis: a contract
must be read as a whole. Palma v. Regions Bank, 428 So. 3d 214, 217 (Fla.
3d DCA 2026). “[W]ords and phrases in a contract cannot be considered in
isolation.” EcoVirux, LLC v. BioPledge, LLC, 357 So. 3d 182, 186 (Fla. 3d
DCA 2022). For this reason, parties must provide the entire contract—not
merely the portions they deem significant. See Antonin Scalia & Bryan
Garner, Reading Law: The Interpretation of Legal Text 167 (2012) (“Perhaps
no interpretive fault is more common than the failure to follow the whole-text
canon, which calls on the judicial interpreter to consider the entire text, in
view of its structure and of the physical and logical relation of its many
parts.”). Supplying excerpts does not save the Court time or effort and
instead risks omitting provisions that materially affect the meaning of the
language at issue. The Court's duty to consider the entire agreement does
not diminish because the contract is lengthy.
The reason is straightforward: words derive meaning from their
context. Scalia & Garner, supra, at 56. A contract is an integrated document
whose provisions inform one another. Id. at 167 (“Context is a primary
determinant of meaning. A legal instrument typically contains many
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interrelated parts that make up the whole. The entirety of the document thus
provides the context for each of its parts.”). Reading the agreement as a
whole allows the Court to give effect to all provisions and harmonize them,
rather than rendering some terms meaningless or contradictory. Silver
Shells Corp. v. St. Maarten at Silver Shells Condo. Ass’n, Inc., 169 So. 3d
197, 203 (Fla. 1st DCA 2015); Bethany Trace Owners’ Ass’n, Inc. v.
Whispering Lakes I, LLC, 155 So. 3d 1188, 1191 (Fla. 2d DCA 2014); Scalia
& Garner, supra, at 180. But context is often lost when provisions are viewed
in isolation. A Court cannot faithfully interpret a contract by examining
snippets of text divorced from the whole agreement.
The Appellant’s decision to proceed on excerpts rather than the entire
agreement happened to prove successful here. Future litigants should not
assume it will.
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