Heather Washington v. VyStar Credit Union

FIFTH DISTRICT COURT OF APPEAL
STATE OF FLORIDA
_____________________________
Case No. 5D2024-0765
LT Case No. 2022-CA-3559
_____________________________
HEATHER WASHINGTON,
Appellant,
v.
VYSTAR CREDIT UNION,
Appellee.
_____________________________
On appeal from the Circuit Court for Duval County.
Katie L. Dearing, Judge.
Jacob Phillips, of Jacobson Phillips PLLC, Altamonte Springs,
and Lynn A. Toops and Lisa M. La Fornara, of Cohen & Malad,
LLP, Indianapolis, Indiana, pro hac vice, and J. Gerard Stranch,
IV, of Stranch, Jennings & Garvey, PLLC, Nashville, Tennessee,
pro hoc vice, for Appellant.
Sara F. Holladay, Jason R. Bowyer, and Kathleen D. Dackiewicz,
of McGuireWoods LLP, Jacksonville, and Stuart M. Richter, of
Katten Muchin Rosenman LLP, Los Angeles, California, pro hac
vice, for Appellee.
February 6, 2026
EISNAUGLE, J.

2
Heather Washington appeals the dismissal of her amended
complaint alleging breach of an account agreement (the
“agreement”) she had with VyStar Credit Union (“VyStar”). On
appeal, Washington argues that certain overdraft fees charged to
her account were not authorized by the agreement. Specifically,
although her “available balance” was insufficient to pay these
transactions at the time VyStar received an actual payment
request from each merchant, Washington maintains that the
overdraft fees were improper because her “available balance” was
sufficient at the time she presented her card to the merchant. At
the very least, she argues dismissal was improper because the
agreement is ambiguous. After a fair reading of the entire
agreement, we disagree with Washington and affirm.
I
Washington maintained a checking account and an associated
debit card with VyStar. The checking account was governed by an
agreement informing Washington that VyStar would charge her
overdraft fees if there were “insufficient” funds in the account to
cover any given transaction. Section 14.a. explains:
If, on any day, the available funds in your account are
not sufficient to pay the full amount of a check, draft,
transaction, or other item, plus any applicable fee, we
may return the item or pay it, as described below. . . .
Except as otherwise agreed in writing, if we exercise
our right to use our discretion to pay such items that
result in an insufficiency of funds in your account. . . .
Your account may be subject to a charge for each item
regardless of whether we pay or return the item.
Section 14.b. is titled “Courtesy Pay,” and informs the account
holder about VyStar’s opt-in overdraft program for anyone who
wants VyStar to “authorize and pay transactions that will result
in insufficient funds in [the account holder’s] account.” That
provision provides in pertinent part:
This service allows us to authorize payment for the
following types of transactions regardless of whether
your account has sufficient funds: (1) share

3
drafts/checks and other transactions made using your
checking account, except as otherwise described below;
(2) automatic bill payments; (3) ACH transactions; and
(4) ATM and one-time debit card transactions. You
must affirmatively consent for Courtesy Pay coverage.
Without your consent, the Credit Union may not
authorize and pay transactions that will result in
insufficient funds in your account.
(emphasis added).
In section 14.c., the agreement distinguishes an account’s
actual balance from its available balance. The actual balance is
“the full amount of all deposits to your account as well as payment
transactions that have been posted to your account. It does not
reflect checks you have written and are still outstanding or
transactions that have been authorized but are still pending.”
(emphasis added). By contrast, the available balance is:
your actual balance less: (1) holds placed on deposits;
(2) holds on debit card or other transactions that have
been authorized but are not yet posted; and (3) any
other holds, such as holds related to pledges of account
funds and minimum balance requirements or to
comply with court orders.
(emphasis added).
This section also explains that overdrafts are measured
against an account holder’s available balance:
We use your available balance to determine whether
there are sufficient funds in your account to pay items,
including checks, as well as ACH, debit card, or other
electronic transactions. Pending transactions and
holds placed on your account may reduce your
available balance and cause your account to become
overdrawn regardless of your actual balance.
Section 14.d. identifies the types of transactions applicable to
a checking account and explains how each type of transaction is

4
processed. For instance, an account holder might write a check,
authorize an Automated Clearing House (ACH) payment (e.g.
automatic bill pay), initiate a PIN-based debit card transaction, or
make a signature-based debit card purchase. Given the
differences between each, “there are many ways transactions are
presented for payment by merchants, and [VyStar is] not
necessarily in control of when transactions are received.”
(emphasis added).
While our primary focus will be on signature-based debit card
transactions, understanding the broader payment process will
provide context to the disputed language in the agreement. VyStar
receives payment requests from the Federal Reserve for two types
of transactions: checks and ACH transactions. These requests
arrive as data files. With respect to checks, Section 14.d. specifies
that VyStar receives data files only for checks that have already
been cashed—which is not surprising given the data is received
from the Federal Reserve instead of the merchant.
There are also two types of debit card transactions—PIN-
based and signature-based. Unlike checks or ACH transactions,
payment requests for debit card transactions are submitted
directly to VyStar by the merchant.
A PIN-based debit card transaction operates much like an
ATM withdrawal because “the money is usually deducted from
[the] account immediately at the time of the transaction.”
A signature-based debit card transaction—the type of
transaction at issue in this appeal—operates differently. In a
signature-based transaction, the account holder typically signs for
the purchase and, similar to a check, there is a delay between the
time of purchase and VyStar’s receipt of the merchant’s payment
request. For this reason, the agreement recognizes that merchants
often seek authorization for these transactions at the time of
purchase. According to the agreement, a merchant’s authorization
request will place a hold on the “available balance by the amount
authorized.”
Importantly, section 14.d. discloses that, after a signature-
based transaction is authorized, VyStar will post the transaction

5
upon receipt of the merchant’s request for payment. Specifically,
the agreement provides that after authorization:
The transaction is subsequently processed by the
merchant and submitted to us for payment. This can
happen hours or sometimes days after the transaction,
depending on the merchant and its payment processor.
These payment requests are received in real time
throughout the day and are posted to your account
when they are received.
(emphasis added).
Section 14.d. also includes a warning. The amount of an
authorization hold may differ from the amount of the merchant’s
subsequent payment request. Likewise, there is no guarantee as
to when, or in what order, transactions will reach VyStar for
payment; that timing depends largely on each merchant. On this
point, the agreement provides:
The amount of an authorization hold may differ from
the actual payment because the final transaction
amount may not yet be known to the merchant when
you present your card for payment. For example, if you
use your debit card at a restaurant, a hold will be
placed in an amount equal to the bill presented to you;
but when the transaction posts, it will include any tip
that you may have added to the bill. This may also be
the case where you present your debit card for
payment at gas stations, hotels, and certain other
retail establishments. We cannot control how much a
merchant asks us to authorize, or when a merchant
submits a transaction for payment.
(emphasis added).
Section 14.e. explains that VyStar may process and pay items
in any order, and that the order in which items are processed may
affect the total amount of overdraft fees charged to the account.
That section is titled “Order of Payments” and provides, in
pertinent part:

6
The above is a general description of certain types of
transactions. Checks, drafts, transactions, and other
items may not be processed in the order that you make
them or in the order that we receive them. Checks,
drafts, transactions, and other items will generally be
processed and posted after ACH credits, mail deposits
and ACH debits have been posted to your account.
These practices may change, and we reserve the right
to pay items in any order we choose as permitted by
law. The order in which we process checks, drafts,
transactions, or other items, on your account may
affect the total amount of overdraft fees that may be
charged to your account.
(emphasis added).
The parties also entered into a related electronic funds
transfer agreement (the “electronic funds agreement”).
Washington contends that section 1.b. of the electronic funds
agreement is relevant to this appeal. It provides in pertinent part:
If you initiate a transaction that overdraws your
account, you agree to make immediate payment of
any overdrafts together with any service charges to
the Credit Union, which may be applied to
reoccurring debits or transfers of funds from approved
overdraft protection accounts.
(emphasis added).
II
Washington filed suit alleging that VyStar improperly
charged her overdraft fees on several signature-based debit
transactions. In her amended complaint, she claimed these
transactions did not overdraw her account because her “available
balance” was sufficient at the time VyStar authorized payment for
each transaction. According to Washington, the agreement
provides inter alia that an overdraft is determined at the time of

7
authorization, and not when VyStar subsequently receives a
request for payment from the merchant.
VyStar moved to dismiss Washington’s amended complaint,
arguing the agreement unambiguously provides that overdrafts
are determined at the time VyStar pays the merchant.
Washington countered that overdrafts are determined at
authorization, or, at a minimum, that the agreement is ambiguous
and the ambiguity precluded dismissal. The trial court found no
ambiguity, adopted VyStar’s interpretation of the agreement, and
dismissed the amended complaint. This appeal follows.
III
We review an order granting a motion to dismiss de novo.
Graulau Maldonado v. Orange Cnty. Pub. Libr. Sys., 273 So. 3d
278, 279 (Fla. 5th DCA 2019). A breach of contract claim is
properly dismissed “where the plain language of the contract upon
which the claim is based unambiguously establishes that the
defendant did not breach the duty alleged in the complaint.”
Detwiler v. Bank of Cent. Fla., 736 So. 2d 757, 758 (Fla. 5th DCA
1999).
We also review a trial court’s interpretation of a contract de
novo. Nabbie v. Orlando Outlet Owner, LLC, 237 So. 3d 463, 466
(Fla. 5th DCA 2018). “When interpreting any legal text, we follow
the ‘supremacy-of-text principle’—namely, the principle that ‘[t]he
words of a governing text are of paramount concern, and what they
convey, in their context, is what the text means.’” Atl. Candy Co.
v. Yowie N. Am., Inc., 400 So. 3d 850, 854 (Fla. 5th DCA 2025)
(alteration in original; citation omitted). To that end, we must
“arrive at a fair reading of the text by determining the application
of [the] text to given facts on the basis of how a reasonable reader,
fully competent in the language, would have understood the text
at the time it was issued.” USAA Cas. Ins. Co. v. Mikrogiannakis,
342 So. 3d 871, 873 (Fla. 5th DCA 2022) (citation omitted).
We are keenly aware that “[c]ontext always matters” because
“sound interpretation requires paying attention to the whole [text],
not homing in on isolated words or even isolated sections.” State
v. McKenzie, 331 So. 3d 666, 671 (Fla. 2021) (citation omitted). But

8
context is used only to understand the terms of the text, not as an
excuse for rewriting it. Id.
Finally, a contract is ambiguous “only if it is susceptible to
more than one reasonable interpretation.” Nabbie, 237 So. 3d at
466 (citation omitted). “The plainness or ambiguity of [a legal text]
is determined by reference to the language itself, the specific
context in which that language is used, and the broader context of
the [text] as a whole.” Conage v. United States, 346 So. 3d 594, 598
(Fla. 2022) (citation omitted).
“A true ambiguity does not exist in a contract merely because
the contract can possibly be interpreted in more than one manner.
Indeed, fanciful, inconsistent, and absurd interpretations of plain
language are always possible.” Nabbie, 237 So. 3d at 467 (citation
omitted). Therefore, if “one interpretation of a contract would be
absurd and another would be consistent with reason and
probability, the contract should be interpreted in the rational
manner.” Vyfvinkel v. Vyfvinkel, 135 So. 3d 384, 386 (Fla. 5th DCA
2014) (citations omitted).
IV
On appeal, Washington argues inter alia that (1) the
agreement unambiguously requires VyStar to determine
overdrafts at the time of authorization, and not at the time VyStar
pays a merchant; (2) the undefined term “pay” renders the
agreement, at the very least, ambiguous because it could
reasonably mean the time at which an account holder uses her
debit card to make a purchase; and (3) even if the agreement
clearly determines overdrafts at the time VyStar pays a merchant,
an authorization hold obligates VyStar to apply the held funds
exclusively to pay the initiating transaction. As we will explain,
we disagree.
A
Washington contends that, for a signature-based debit card
transaction, the agreement unambiguously determines overdrafts
at the time of authorization. She points to several contract
provisions, but none of them support that reading. Instead, the

9
agreement’s plain language provides that overdrafts are
determined at payment.
i
Washington relies on three contract provisions to support her
argument that overdrafts are determined at authorization. First,
Washington points to section 14.b.’s statement that “This service
allows us to authorize payment . . . regardless of whether your
account has sufficient funds” (emphasis added), and argues this
fixes overdraft determinations at authorization rather than upon
payment to the merchant.
Washington’s argument on this point is entirely conclusory.
In just two sentences, she asserts that “[t]he only reasonable
interpretation of this provision is that overdrafts are determined
at the time of authorization, not days later at settlement.” She
does not explain how or why that is the only interpretation.
Indeed, she offers no analysis of the language at all. A conclusory
argument cannot demonstrate error on appeal. Wells v. State, 807
So. 2d 132, 136 (Fla. 3d DCA 2002) (“On this issue, the defendant’s
appellate argument is entirely conclusory, and does not carry the
defendant’s burden of making error appear.”).
In any event, Washington would fare no better on the merits.
When read in its entirety, section 14.b. merely informs the account
holder that, without the Courtesy Pay program, VyStar may not
“authorize payment” or “authorize and pay” a transaction if it
would result in the account having insufficient funds. Stated
another way, this section governs eligibility for VyStar to
authorize transactions that would otherwise be declined (subject
to opt-in), and is silent on when overdraft fees are determined. The
agreement addresses the timing of overdraft determinations
elsewhere—in sections 14.c. and 14.d. as we describe below.
Moreover, the phrases “authorize and pay” and “authorize
payment” do not mean that the authorization and payment stages
of a signature-based transaction are one and the same. Instead,
they recognize two distinct acts—authorization and subsequent

10
payment.1 At most, these phrases indicate that once a signature-
based transaction is authorized, VyStar must later make payment
upon the merchant’s payment request.
In short, section 14.b. does not equate authorization with
payment. Nor does it establish when an overdraft is determined.
Second, Washington relies on section 14.c.’s statement that
“holds placed on your account may reduce your available balance
and cause your account to become overdrawn.” Washington claims
this language means overdrafts are determined at authorization
because a hold occurs when an authorization request is approved
(and before VyStar pays a merchant).2 She further reasons that if
an authorization hold can “cause” an overdraft, then overdrafts
must be determined at authorization.
But 14.c. does not state that overdrafts are determined when
an authorization hold is approved. And while it is true that a hold
can lead to an overdraft—14.c. does not say that a hold will be the
only or immediate cause.
Rather, that section informs the account holder that the
available balance determines “whether there are sufficient funds
in [the] account to pay items.” The clause Washington relies upon
simply explains why an account may be overdrawn when an item
is later paid: pending transactions and holds reduce the available
balance. In other words, “cause” in section 14.c. is not temporal—
it identifies a factor that can lead to an overdraft when an item is
paid.
An example should illustrate the point. When an account
holder presents a debit card to a hotel at check-in, the hotel might
1 At oral argument, Washington’s counsel conceded that the
phrase “authorize payment” refers to the authorization stage of a
transaction. That makes sense given the parties agree that
authorizing a signature-based transaction is a commitment to
later pay it.
2 Ironically, this argument necessarily acknowledges that
authorization and payment are separate and distinct.

11
submit an authorization request (resulting in a hold) in an amount
substantially greater than the expected charge for the room,
perhaps to cover incidentals or damage to the property. That
authorization results in a hold, which immediately reduces the
account holder’s available balance.
If the hold reduces the available balance into the negative,
and the account holder thereafter makes even a modest PIN-based
debit card purchase (which, as the reader will recall, is generally
transmitted to VyStar for payment immediately), the account
holder will incur an overdraft fee for the PIN-based transaction.
This is because the account does not have a sufficient available
balance to pay the PIN-based transaction amount.
In this scenario, the overdraft is not caused by the account
holder’s spending. Rather, it is the hotel’s authorization request
in an amount greater than the room rate that is responsible for
driving down the account’s available balance. Were it not for the
hotel’s authorization request, the account would not be overdrawn
by the PIN-based transaction at all. Thus, section 14.c. merely
recognizes that, in this way, a hold can reduce the available
balance and set the stage for a later transaction to overdraw the
account when it posts.
Third, Washington interprets section 1.b. of the electronic
funds agreement to mean that overdrafts are determined at the
time that a transaction is authorized. That provision recognizes
that an account holder can “initiate a transaction that overdraws
[her] account.” Based on this language, Washington argues that
account holders initiate transactions when they use their debit
card at the point of sale. Therefore, says Washington, overdrafts
occur at authorization and not at payment to a merchant.
That inference does not follow from the text. Indeed, in every
example the parties have offered, a transaction is initiated before
an overdraft occurs—but that does not tell us whether the
overdraft is determined at the moment the transaction is initiated
or later when the merchant is paid. As with many of Washington’s
arguments, she fails to acknowledge that the timing of an
overdraft determination can (and according to the plain language
of this agreement does) differ from the time at which she presents

12
her card to a merchant. The word “initiate” in section 1.b. of the
electronic funds agreement merely describes the account holder’s
act of starting a transaction—it does not speak to whether an
overdraft determination is made immediately upon initiation of
the transaction or later at payment.
ii
While none of these contract provisions establish that
overdrafts are determined at authorization, other provisions
affirmatively provide that overdrafts are determined upon
VyStar’s payment to a merchant. For instance, section 14.a. states
“if we exercise . . . our discretion to pay such items that result in an
insufficiency of funds in your account. . . .[y]our account may be
subject to a charge for each item.” (emphasis added). The same
section further provides “[i]f we pay these items . . . you agree to
pay the insufficient amount, including the fee assessed by us, in
accordance with our standard overdraft services.” (emphasis
added). Based on the plain language of the agreement, overdrafts
are triggered by VyStar paying an item—and not at authorization.
Moreover, Washington’s argument is dubious because it
would inevitably lead to unexpected, irrational, and incongruous
results for some transactions. As we have explained, an
authorization hold can differ substantially from the merchant’s
subsequent payment request. The agreement expressly warns of
this possibility:
[I]f you use your debit card at a restaurant, a hold will
be placed in an amount equal to the bill presented to
you; but when the transaction posts, it will include any
tip that you may have added to the bill.
Applying Washington’s interpretation of the agreement, an
account holder would incur an overdraft fee even when they have
not made a purchase that overdraws their account. Consider two
common examples. An account holder with an available balance
of $200 reserves a $150 hotel room, but at check-in the hotel makes
a $300 authorization request. Under Washington’s view, the $300
hold alone will trigger an overdraft fee, even though the account

13
holder’s actual purchase was well within the available balance and
the account is never actually overdrawn.
Or perhaps an account holder’s weekly purchase at the gas
station will drive the point home. In this scenario, the account
holder has an available balance of $90. Knowing this, she
purchases only $80 in gasoline. But like the hotel, the gas station
requests authorization for $100.
Again, Washington’s reading would permit an overdraft fee in
these situations even though the purchase did not exceed the
available balance and even though VyStar never paid the amount
of the (inflated) authorization hold. Based on a fair reading of the
entire agreement, and contrary to the conflicted and strained
interpretation advanced by Washington, we find nothing in the
agreement’s language to justify an overdraft fee when a merchant
makes an authorization request well-above the transaction
amount. Rather, the agreement contemplates an overdraft
determination only at the time of payment.
B
Next, Washington contends the agreement is, at the very
least, ambiguous because an account holder might read the
undefined word “pay” to mean the moment when the account
holder “pays the merchant at authorization.” We are not
persuaded for two reasons. First, this argument is inadequately
briefed. Second, even if considered on the merits, the agreement’s
surrounding provisions and overall context render Washington’s
interpretation untenable.
i
Washington has not sufficiently briefed her argument that the
agreement is ambiguous. This court’s precedent makes clear that
there are two types of contractual ambiguities—patent and latent.
Our court is not alone. Both our supreme court and the United
States Supreme Court have also long recognized this distinction.
See Bradley v. Washington, A. & G. Steam-Packet Co., 38 U.S. 89,
97 (1839); Carson v. Palmer, 190 So. 720, 722 (Fla. 1939).

14
A patent ambiguity appears on the face of the agreement, and
importantly, parol evidence is generally not admissible to explain
a patent ambiguity because that would permit the court to rewrite
the contract. See Davis v. Davis, 390 So. 3d 1251, 1258 (Fla. 5th
DCA 2024); Life Care Ponte Vedra, Inc. v. H.K. Wu, 162 So. 3d 188,
192 n.4 (Fla. 5th DCA 2015); Beach St. Bikes, Inc. v. Bourgett’s Bike
Works, Inc., 900 So. 2d 697, 701 (Fla. 5th DCA 2005). A latent
ambiguity, on the other hand, “exists where the language of an
agreement is facially clear but an extrinsic fact or extraneous
circumstance creates a need for interpretation or reveals an
insufficiency in the contract or a failure to specify the rights or
duties of the parties in certain situations.” Taylor v. Taylor, 183
So. 3d 1121, 1122 (Fla. 5th DCA 2015).
Although latent ambiguities can be resolved by the trier of fact
through the use of extrinsic evidence, Florida’s courts have, using
various legal remedies, generally resolved patent ambiguities as a
matter of law.3 See Schwartz v. Greico, 901 So. 2d 297, 299 (Fla.
2d DCA 2005) (recognizing that “if the ambiguity is patent, then
the trial court was not required to look beyond the pleadings (and
the attached Settlement Agreement) to enter judgment as a matter
of law”). For example, at times, courts have concluded that a
patently ambiguous provision was simply unenforceable. Carson,
3 We recognize that there are limited exceptions permitting
the use of parol evidence to resolve patent ambiguities. These
exceptions include “identity, capacity, and the parties’ relationship
with one another.” See Fi-Evergreen Woods, LLC v. Robinson, 135
So. 3d 331, 336 (Fla. 5th DCA 2013); see also Nationstar Mortg. Co.
v. Levine, 216 So. 3d 711, 716 (Fla. 4th DCA 2017) (reversing
summary judgment because extrinsic evidence was needed to
answer the factual question concerning the parties’ relationship
with one another—whether a party was a borrower or non-
borrower).

15
190 So. at 722 (patent ambiguity in a deed resulted in the deed
being declared “void for uncertainty”); Davis, 390 So. 3d at 1258
(opining that the patently ambiguous provision was
unenforceable). Still, in at least one situation, the Florida
Supreme Court applied a rule of construction to resolve a patent
ambiguity. See DaCosta v. Gen. Guar. Ins. Co. of Fla., 226 So. 2d
104, 107 (Fla. 1969) (resolving patent ambiguity in insurance
agreement).
We decline to decide these issues because they are not briefed.
In her initial brief, Washington merely alleges that there is an
ambiguity in the agreement and that a question of fact therefore
precludes dismissal. She offers no argument concerning the type
of ambiguity or what extrinsic fact might render the alleged
ambiguity latent. If the ambiguity is patent, she does not brief
whether any exceptions to the prohibition on extrinsic evidence
apply or how to resolve the ambiguity if extrinsic evidence is not
admissible.
In short, Washington’s argument is woefully incomplete, and
we will not make the arguments for her. See Lynn v. City of Ft.
Lauderdale, 81 So. 2d 511, 513 (Fla. 1955) (“It is elementary that
when a decree of the trial court is brought here on appeal the duty
rests upon the appealing party to make error clearly appear. An
appellant does not discharge this duty by merely posing a question
with an accompanying assertion that it was improperly answered
in the court below and then dumping the matter into the lap of the
appellate court for decision. Under such circumstances it must be
held, as we now hold here, that we are under no duty to answer
the question.” (citation omitted)); Morelli v. Bordelon, 394 So. 3d
1261, 1262 (Fla. 5th DCA 2024).
ii
Even if we were to reach the merits, the agreement is not
ambiguous. First, Washington asserts that “pay” means the time
at which she presents her debit card to a merchant because the
agreement “links” authorization and payment. To support her
argument, Washington points to language in section 14.a.,
recognizing that VyStar must, at some point, make a payment
decision for each transaction. That provision states, in relevant

16
part, that VyStar “may return the item or pay it,” that VyStar has
“discretion to pay such items that result in an insufficiency of
funds,” and that “[y]our account may be subject to a charge for each
item regardless of whether we pay or return the item.” According
to Washington, “pay” must refer to the time at which she presents
her card to a merchant because, for signature-based debit-card
transactions, that is when VyStar decides whether to “pay or
return” the transaction. We disagree.
The text of the agreement does not “link” authorization and
payment—at least not as Washington suggests. In this context,
“return” means to reject a transaction. Once again, Washington
seems to assume that VyStar’s approval decision at the point of
sale and VyStar’s payment to the merchant at settlement must
occur simultaneously or that they are substantively the same
event.
Washington assumes too much. Nothing in the text collapses
authorization and payment into a single, simultaneous act or joins
them together in substance. For signature-based transactions,
VyStar will often authorize or reject a transaction when
Washington presents her card to make her purchase, and if
authorized, VyStar will then pay the merchant later at settlement.
While authorizing a transaction means VyStar has made a
payment decision, the fact that the actual payment can be
separated in time from the payment decision means that section
14.a.’s reference to both concepts does not tell us when an overdraft
determination is made.4
iii
While the provisions Washington relies on do not aid her
cause, other provisions of the agreement plainly establish that
“pay” means the time at which VyStar pays a merchant. In fact,
section 14.a. repeatedly uses the word “pay” to describe VyStar’s
act of making payment rather than Washington’s act of initiating
a transaction by presenting her card to a merchant. For instance,
4 We further explain the substantive difference between
authorization and payment in section Biii.

17
14.a. provides that “we may return the item or pay it,” that “we
exercise . . . our discretion to pay such items,” and that “your
account may be subject to a charge for each item regardless of
whether we pay or return the item.” (emphasis added). It then
continues: “If we pay these items . . . you agree to pay the
insufficient amount.”5 (emphasis added). Given both the context
and the agreement’s express terms, “we” and “our” unmistakably
refer to VyStar.6
The rest of section 14 reinforces our interpretation of the
agreement. When read together, 14.c., 14.d., and 14.e. make it
clear that processing, paying, and posting a transaction are all part
and parcel of the settlement phase of a transaction. We know that
“payments” are “posted” at settlement because section 14.c. tells
us that is how an account holder’s actual balance is calculated:
“[y]our actual balance reflects . . . payment transactions that have
been posted to your account.” Of course, authorization cannot be
synonymous with the word “post” because 14.c. describes an
authorization hold as “not yet posted.”
Section 14.d. confirms that “payment” and “posting” happen
simultaneously: “payment requests are received in real time
throughout the day and are posted to your account when they are
received.” And, consistent with 14.c., section 14.d. reiterates that
an authorization hold is separated from posting a transaction: “if
you use your debit card at a restaurant, a hold will be placed in an
amount equal to the bill presented to you; but when the transaction
posts, it will include any tip that you may have added to the bill.”
(emphasis added). Section 14.d. further distinguishes between
authorization and payment, as to both timing and substance, by
explaining that, if a transaction is authorized, “[t]he transaction is
5 The few times the agreement uses the word pay to refer to
the time when Washington presents her card to a merchant at the
point-of-sale, the surrounding language clearly establishes that
specific meaning.
6 The agreement provides “[t]he words ‘we,’ ‘us,’ and ‘our’ mean
the Credit Union.”

18
subsequently processed by the merchant and submitted to us for
payment.” (emphasis added).
Lastly, section 14.e. ties the words “process,” “pay,” and “post”
to the settlement phase of a transaction. For instance, we know
that “processing” and “posting” a transaction could not refer to
authorization because 14.e. says that “[c]hecks, drafts,
transactions, and other items will generally be processed and
posted after ACH credits, mail deposits and ACH debits have been
posted to your account.” (emphasis added).
Yet we know from section 14.d. that VyStar does not even
receive an ACH transaction (e.g. automatic bill payments) until it
is sent by the Federal Reserve for payment. If signature-based
debit card transactions are “processed and posted” only after these
ACH payment transactions are received from the Federal
Reserve—the words “process” and “posted” can only mean the time
at which VyStar processes a payment at settlement.
Clearly then, for a signature-based transaction, the text
dictates that authorization and payment are different as to both
time and substance. One is the promise to pay (perhaps before the
final amount is known), and the other is the actual transfer of
funds for payment. The two events are not “linked” such that
payment means when Washington presents her card to a merchant
at authorization. Instead, the word “pay,” as used in the
agreement, refers to VyStar’s payment to a merchant at
settlement.
iv
Washington relies on decisions in other courts as persuasive
authority that the agreement is ambiguous, but they are either
distinguishable or lack any real analysis of the text. For instance,
Washington argues that Precision Roofing of North Florida. Inc. v.
CenterState Bank, No. 3:20-cv-352-J-39JRK, 2021 WL 3036354, at
*2 (M.D. Fla. Feb. 22, 2021) supports her interpretation of the
agreement. But that case does not control the outcome here.
First, the contract language in Precision Roofing is different.
In that case, the district court reasoned the word “honor” might be

19
synonymous with “authorize.” The word “honor” does not appear
in the agreement in this case.7
Second, the Precision Roofing court observed that it did not
have other relevant “documents relating to Defendant’s overdraft
fee policy” available for analysis because they were not attached to
the complaint. Id. at *2 n.2. In this case, however, there are a host
of other relevant provisions in the agreement attached to the
amended complaint—all of which give the contract context and
meaning.
Washington also invites us to adopt the court’s conclusion in
Merritt Island Woodwerx LLC v. Space Coast Credit Union, No.
6:23-cv-1066-PGB-DCI, 2023 WL 8699470, at *8 (M.D. Fla. Dec.
15, 2023) that contract language similar to the agreement in this
case was ambiguous. There is just one problem. That case offers
no analysis to support its decision. The entirety of the court’s
reasoning on the issue consists of a single sentence:
The MSA can be read to only allow overdraft fees when
Plaintiffs initiate and “consent” to Space Coast
authorizing a withdrawal request that overdraws the
account.
This conclusory statement is simply not persuasive. It fails to
reveal the basis for the court’s conclusion, making it impossible for
us to test the result. Further, Woodwerx considers a single
provision of the contract and fails to grapple with the text’s other
relevant provisions. To the extent Woodwerx finds ambiguity from
7 Washington’s reliance on Roberts v. Capital One, N.A., 719
F. App’x 33 (2d Cir. 2017), is unavailing for the same reason. In
Roberts, the court concluded that the contract’s explanation of an
overdraft as when the bank “elect[s] to pay checks” could mean that
overdrafts are determined at authorization. Id. at 35 (emphasis
added). No such language tying an overdraft determination to the
time of authorization appears in the agreement before us. Here,
the unambiguous language of the agreement determines
overdrafts at the time VyStar makes payment.

20
a single clause, that approach conflicts with Florida law requiring
courts to read the entire instrument and give meaning to all of its
provisions.
C
For her final argument, Washington asserts that the
agreement’s reference to an authorization hold “can be read to
mean a debit card transaction authorized on sufficient funds
cannot overdraw the account at settlement.” In other words, she
contends that the amount of funds on hold must be reserved to
settle the originating transaction. She concedes the agreement
does not expressly state any such requirement but argues the word
“hold” implies it. On that basis, Washington claims the agreement
is ambiguous. We disagree.
Washington puts more weight on the word “hold” than the
language of the agreement can bear, and we cannot expand the
contract’s terms. Florida law is well-settled that “courts cannot
rewrite contracts” or add terms to the text. Saha v. Aetna Cas. &
Sur. Co., 427 So. 2d 316, 317 (Fla. 5th DCA 1983); see also Home
Dev. Co. of St. Petersburg v. Bursani, 178 So. 2d 113, 114 (Fla.
1965) (observing the “universal rule . . . that a court is not
authorized to rewrite a contract of the parties”); 19650 NE 18th
Ave. LLC v. Presidential Ests. Homeowners Ass’n, Inc., 103 So. 3d
191, 194 (Fla. 3d DCA 2012) (“The language of the covenant gives
no indication that failure to follow its terms would result in the
forfeiture of development rights.”); Corwin v. Cristal Mizner’s Pres.
Ltd. P’ship, 812 So. 2d 534, 536 (Fla. 4th DCA 2002) (“Nowhere in
the agreement was there any provision that Corwin could not sign
a separate release with one of the non-party subcontractors.”).
As Washington admits, nothing in the agreement states that
an authorization hold sequesters funds, insulates them from
intervening transactions, or requires that the held amount be
applied exclusively to the originating transaction. The agreement
merely provides that a hold reduces the available balance (making
the held funds unavailable to Washington) while the transaction
remains “not yet posted.”

21
But reducing the available balance is a far cry from further
guaranteeing that, if the account holder overdraws her account
with subsequent purchases, the held funds will be protected from
these intervening transactions and applied exclusively to the
transaction that initiated the hold. The duty to insulate held funds
(for Washington’s benefit) is substantively different than merely
reducing the available balance. Florida law is clear—we have no
authority to add a new obligation to the agreement, and we decline
to do so here.
V
In conclusion, given the agreement’s plain language,
including its context, we conclude that for purposes of a signature-
based debit card transaction (1) authorization and payment are
substantively different events that take place at different times;
(2) overdraft determinations are made at the time VyStar pays a
merchant; and (3) VyStar is not required to exclusively apply funds
held pursuant to an authorization hold to the originating
transaction.
AFFIRMED.
WALLIS and HARRIS, JJ., concur.
_____________________________
Not final until disposition of any timely and
authorized motion under Fla. R. App. P. 9.330 or
9.331.
_____________________________