GRACE NAEEM UDDIN INC v. MIAMI DADE COUNTY (2026)

Grace & Naeem Uddin, Inc. (“GNU”) appeals an order granting Miami-Dade 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 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 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 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 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 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.

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 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.

FOOTNOTES

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.”).

LOBREE, J.

SCALES, C.J., and GOODEN, J., concur.