Background
Grace & Naeem Uddin Inc. contracted with Miami-Dade County to renovate a neighborhood service center. After the County terminated the contract, the parties used the contract’s Article 11 dispute process. In June 2024, a designee of the County Mayor’s Office found that the County properly terminated GNU for cause; damages were left for a separate dispute.
GNU then sued for wrongful termination and declaratory relief, alleging that the County had not followed Article 11 and that the designee’s ruling was arbitrary and capricious. The circuit court dismissed without prejudice, concluding that GNU had to seek review in the circuit court’s appellate division before filing suit. It later denied GNU’s request to reopen the case and amend its complaint.
The Court’s Holding
The Third District reversed and remanded. It held that Article 11 required the parties to exhaust the contract’s dispute procedures through the Mayor’s Office designee, but did not require GNU to pursue a further court appeal of that designee’s decision before bringing its lawsuit.
The provision stated that a party that “wishes” to protest the decision “may” commence an action in a court of competent jurisdiction. That wording is permissive, not mandatory. To the extent the provision was ambiguous, it had to be construed against the County, the contract’s drafter. The court did not decide whether GNU adequately pleaded declaratory relief because the trial court had not ruled on that issue.
Key Takeaways
- Contract language saying a party “may” seek review generally creates an option, not a required exhaustion step.
- A court may not dismiss a contract action for failure to exhaust remedies that the agreement does not clearly make mandatory.
- Ambiguities in a contract are construed against its drafter.
Why It Matters
The decision distinguishes mandatory internal dispute procedures from an optional judicial challenge to a nonbinding administrative decision. Parties drafting government contracts should state expressly when an appellate or review process is a condition precedent to litigation.
Judge Gooden specially concurred to stress that contract provisions must be read in the context of the entire agreement; litigants should provide the complete contract rather than selected excerpts.