City of Gainesville, Florida d/b/a Gainesville Regional Utilities VS Parkwood Alachua Land Investments, Inc.

FIRST D ISTRICT COURT OF APPEAL
S TATE OF FLORIDA
_____________________________
No. 1D2022-3266
_____________________________
C ITY OF GAINESVILLE , FLORIDA
d/b/a GAINESVILLE REGIONAL
UTILITIES,
Appellant,
v.
PARKWOOD A LACHUA LAND
I NVESTMENTS, I NC .,
Appellee.
_____________________________
On appeal from the Circuit Court for Alachua County.
Donna M. Keim, Judge.
April 8, 2026
O N M OTION FOR REHEARING
BILBREY , J.
We grant the motion for rehearing from Appellee Parkwood
Alachua Land Investments, Inc., withdraw our previous opinion
issued October 1, 2025, and substitute the following in its place.1
1 We address the dissent’s contention that rehearing should
be denied at the conclusion of this opinion.

2
As a result, Parkwood’s motion for certification of conflict is denied
as moot.
This 	case 	concerns 	a 	breach 	of 	contract 	suit 	brought 	by
Parkwood against the City of Gainesville, Florida d/b/a Gainesville
Regional Utilities (GRU). 	Parkwood purchased land in Alachua
County for residential and commercial development. As developer,
Parkwood 	was 	required 	to 	purchase 	water 	and 	wastewater
services from GRU. 	It had to construct a lift station, also called a
pump station, along with a force main to receive those services.
The lift station was constructed to raise wastewater from the
development so that it would flow in GRU’s gravity system. 	The
force main that was constructed was “a principal conduit (as in a
sewer system) through which water is pumped as distinguished
from one through which it flows by gravity.” Force main, Webster’s
Third New International Dictionary (1993). 	Upon completion,
other GRU customers also would be allowed to use the lift station
and force main if there was excess capacity.
The parties had a written contract. 	The contract began with
unnumbered paragraphs that stated as follows:
The City of Gainesville/Gainesville Regional Utilities,
(GRU) 	has 	established 	policies 	within 	its 	Code 	of
Ordinances to ensure the development of wastewater
collection systems that service the public in a coordinated
and 	efficient 	manner. 	The 	Ordinances 	provide 	the
mechanisms 	to 	allow 	for 	the 	reimbursement 	to 	the
developer for certain constructed facilities when these
facilities 	are 	utilized 	to 	provide 	utility 	service 	to
properties outside the original development.
The Applicant named above [Parkwood], is the developer
of 	certain 	wastewater 	pumping 	and/or 	wastewater
collection facilities serving the above named project.
The City through its utility systems, Gainesville Regional
Utilities (GRU), has determined that the wastewater
facilities installed by the Applicant will provide utility
service to properties outside the above named project,

3
provided that capacity is available at the time this service
is required.
In 	consideration 	of 	the 	foregoing 	and 	the 	mutual
promises set out below the parties agree to the following:
The contract then stated the parties’ obligations in numbered
paragraphs. Paragraphs 9 and 10 concerned GRU’s obligations at
issue here, and stated as follows:
9. 	Following completion and acceptance by GRU of the
water 	distribution 	and/or 	wastewater 	pumping 	and
collection 	facilities 	constructed 	on 	the 	above 	named
project(s) and upon receipt from the Applicant of the
engineer’s certified cost estimate and the contractor’s
final 	signed 	contract 	unit 	prices 	and 	quantities, 	and
provided that all conditions of this agreement have been
satisfactorily met, Gainesville Regional Utilities shall; 1)
charge 	a 	lift 	station 	rebate 	fee 	to 	any 	properties
discharging 	flow 	to 	the 	applicants 	[sic] 	lift 	station
provided that the discharging party is able to connect to
the applicants [sic] collection system without the aid of
any pumping systems; and 2) charge a force main rebate
fee to any properties connecting directly to the applicants
[sic] force main.
10. 	The rebate fee(s) will be charged at the agreed upon
rate for the number of equivalent residential connections
which are actually connecting to the applicant’s system.
Connections to the pump station shall pay the pump
station rebate charge and 100% of the off-site and on-site
force main rebate charge. 	Connections to the force main
at a point located on the proposed development property
shall pay 50% of the total force main rebate charge.
Connections to the force main at a point which is located
outside of the proposed development property shall pay
50% of the off-site force main rebate charge as listed
below.
In the breach of contract suit, Parkwood alleged that based on
the plain language in paragraph 9 of GRU’s obligations, the lift
station rebate fee was due from GRU when anyone connected to

4
the lift station. 	GRU countered that it owed that rebate fee to
Parkwood only when there was a connection to the lift station from
an outside development. 	GRU’s argument was based on the
unnumbered paragraphs at the start of the contract quoted above.
After a nonjury trial, the court held that the initial language
in the contract on which GRU relied, concerning the rebates for the
provision 	of 	service 	to 	“properties 	outside 	the 	above 	named
project,” was merely prefatory and not binding. 	According to the
trial court, GRU owed rebate fees under paragraph 9 	of the
contract 	any time 	there was a connection to 	the lift station,
regardless of whether the connection came from within or outside
of Parkwood’s development. The trial court stated this in the final
judgment:
20. 	Although 	these 	paragraphs 	do 	not 	contain
“whereas” language, the context indicates that these are
indeed prefatory paragraphs as they are at the beginning
of the agreement, are set apart from the rest of the
contract, do not contain a heading, and do not contain
numbers as the other sections of the contract do. The last
paragraph of this section states “In consideration of the
foregoing and mutual promises set out below the parties
agree to the following.” 	See Johnson v. Johnson, 725
So. 2d 	1209, 	1212 	(Fla. 	3d 	DCA 	1999) 	(holding 	that
prefatory 	recitations 	contained 	in 	various 	“whereas”
clauses 	are 	not 	binding, 	operative 	provisions 	to 	an
otherwise unambiguous contract); Orlando Lake Forest
Venture v. Lake Forest Master Community, 105 So. 3d
646, 648 (Fla. 5th DCA 2013) (holding that whereas
clause is prefatory and nonbinding where the agreement
is clearly arranged in a manner to separate the recitals
from 	the 	operative 	portions, 	which 	are 	expressed 	in
detailed numbered articles).
21. Since the first four paragraphs of the Agreement
are prefatory, they may not be relied upon if they will
cause ambiguity in an otherwise unambiguous contract.
As set forth in the above analysis, the Agreement is
unambiguous without looking to the prefatory provisions.

5
Based on this reasoning, the trial court awarded $132,901 to
Parkwood in the suit, and this appeal followed. 	Because the trial
court correctly found that the initial language in the contract was
prefatory and could not be used to create an ambiguity in the
remainder of the contract, we affirm the final judgment.
“A trial court’s interpretation of a contract is a matter of law
and is thus subject to de novo review.” 	Philip Morris USA, Inc. v.
Freeman, 	285 	So. 	3d 	999, 	1001 	(Fla. 	1st 	DCA 	2019). 	In
interpreting a contract we consider the entire agreement. 	See
Taylor v. Taylor, 1 So. 3d 348, 350 (Fla. 1st DCA 2009). 	But the
prefatory clauses at the start of a contract are “not an operative
provision of an otherwise unambiguous agreement.” Johnson, 725
So. 2d at 1212 (citations omitted). To the extent that there is any
conflict 	between 	the 	prefatory 	language 	and 	the 	operative
provisions of the contract, the operative provisions prevail. See N.
Tr. Co. v. King, 6 So. 2d 539, 540 (Fla. 1942) (citing 17 C.J.S.,
Contracts, § 314, p. 733) (“The question then arises whether we
will be governed by the recital or the operative clause. The law
appears settled that where there is a difference in the recital and
covenant, the covenant will prevail.”).
The Orlando Lake Forest Venture case that the trial court
cited in the final judgment is instructive. Similar to here, the issue
there was whether the prefatory language in a contract restricted
the broader language in the operative part. 105 So. 3d at 647–48.
The specific issue in Orlando Lake Forest Venture was whether the
mention of a shopping center in the prefatory language of the
contract 	concerning 	development 	of 	a 	property 	restricted
development to a shopping center, notwithstanding the lack of any
restriction in the operative part of the contract. 	The court in
Orlando Lake Forest Venture held, “Even assuming that Appellee’s
proffered construction of the whereas clause manifests an intent
to restrict the development of all of Appellant’s property to a
shopping center, we conclude that the whereas clause is prefatory
and not binding.” 	Id. at 648. 	The court further stated, “The
operative portion of the document is both comprehensive and
unambiguous. Under these circumstances, the prefatory language
should not be considered to vary the unambiguous terms of the
operative portion of the document.” Id. (citing Johnson, 725 So. 2d
at 1212–13).

6
Statutes are interpreted in the same manner as contracts.
Crapo v. Univ. Cove Partners, Ltd., 298 So. 3d 697, 700 (Fla. 1st
DCA 2020). In construing statutes, the Florida Supreme Court has
recognized the limitation of prefatory language, stating “It is well
settled that such ‘prefatory language’ cannot expand or restrict the
otherwise unambiguous language of a statute.” 	Dorsey v. State,
402 So. 2d 1178, 1180 (Fla. 1981). 	“Although prefatory language
may aid a court to determine legislative intent when the operative
terms of a provision of law are ambiguous, such language does not
control interpretation of the operative terms of that provision.”
Dep’t of State v. Florida Greyhound Ass’n, Inc., 253 So. 3d 513, 521
(Fla. 2018) (citing Dorsey, 402 So. 2d at 1180).
Likewise, 	“[t]he 	rules 	used 	in 	construing 	statutes 	are 	in
general applicable in construing the provisions of a Constitution.”
State ex rel. McKay v. Keller, 191 So. 542, 545 (Fla. 1939). 	In
construing 	the 	Second 	Amendment 	to 	the 	United 	States
Constitution, 	the 	Supreme 	Court 	held, 	“That 	requirement 	of
logical connection may cause a prefatory clause to resolve an
ambiguity 	in 	the 	operative 	clause. . . . 	But 	apart 	from 	that
clarifying function, a prefatory clause does not limit or expand the
scope of the operative clause.” 	District of Columbia v. Heller, 554
U.S. 570, 577–78 (2008) (citations omitted).
A final reason that the prefatory language does not apply here
is the different language used in paragraphs 9 and 10 of the
contract. 	In 	discussing 	the 	force 	main 	rebate, 	the 	contract
distinguished 	between 	“on-site” 	and 	“off-site” 	properties
connecting to the force main. 	Nowhere in the operative language
of the contract is a distinction made between on-site and off-site
properties when discussing the lift station rebate fee. 	“As a
general proposition, the use of different language in different
contractual provisions strongly implies that a different meaning
was intended.” Holmes v. Florida A & M Univ. By & Through Bd.
of Trustees, 260 So. 3d 400, 406 (Fla. 1st DCA 2018) (quoting Kel
Homes, LLC v. Burris, 933 So.2d 699, 703 (Fla. 2d DCA 2006)).
Had GRU wanted to allow the lift station rebate fee to apply only
to off-site connections to the lift station, it could have easily made
that distinction rather than have the lift station rebate fee apply
to “any properties discharging flow to the applicants lift station.”

7
Here, the trial court correctly found that the language at the
start of the contract was prefatory, not operative, and could not be
used to create an ambiguity where none existed in the body of the
contract. As a result, we affirm the well-reasoned judgment of the
trial court.
* 	* 	*
The dissent contends that we should deny rehearing because
Parkwood 	did 	not 	identify 	what 	the 	original 	panel 	opinion
“overlooked or misapprehended” so as to allow rehearing under
rule 9.330(a)(2)(A), Florida Rules of Appellate Procedure. 	While
the original opinion did not overlook anything, it misapprehended
the impact of prefatory language on 	the interpretation 	of an
otherwise 	unambiguous 	contract. 	When 	a 	panel 	opinion
misapprehends 	a 	determinative 	legal 	issue, 	rehearing 	is
authorized and appropriate. 	See Gretna Racing, LLC v. Dep’t of
Bus. & Prof’l Regulation, 178 So. 3d 15, 31 n.11 (Fla. 1st DCA 2015)
(on motion for rehearing) (Bilbrey, J., concurring), approved sub
nom. 	Gretna 	Racing, 	LLC 	v. 	Florida 	Dep’t 	of 	Bus. 	& 	Prof’l
Regulation, 	225 	So. 	3d 	759 	(Fla. 	2017) 	(“‘Misapprehend’ 	or
‘misapprehended’ is not defined the Florida Rules of Appellate
Procedure or in Black’s Law Dictionary. ‘Misapprehend’ is defined
by the Oxford English Dictionary (2nd ed. 1989) as ‘to apprehend
wrongly; not to understand rightly; to attach a wrong meaning
to.”); see also Charles v. State, 204 So. 3d 63, 68 (Fla. 4th DCA
2016) 	(on 	motion 	for 	rehearing) 	(Levine, 	J., 	concurring)
(“[R]ehearing is also appropriate under rule 9.330(a) if the original
decision ‘misapprehended some point of law or fact.”). The original
panel dissent is appended after the appendix provided in Judge
Winokur’s opinion.
A FFIRMED.
KELSEY ,2 J., concurs; W INOKUR , J., dissents with opinion.
2 Judge Kelsey was substituted for an original panel member
in this proceeding after the initial opinion issued.

8
_____________________________
Not 	final 	until 	disposition 	of 	any 	timely 	and
authorized motion under Fla. R. App. P. 9.330 or
9.331.
_____________________________
W INOKUR , J., dissenting.
The central disagreement in this appeal concerned the effect
of a clause of a contract between the parties that was considered
“prefatory.” The trial court ruled that the disputed clause, which
appeared to benefit Appellant City of Gainesville (“the City”) in
this action, had no effect on the proper interpretation of the
contract for purposes of this action, and ruled in favor of Appellee
Parkwood Alachua Land Investments, Inc. (“Parkwood”). The City
appealed. Initially, we reversed the judgment and ruled in favor of
the City. Parkwood then moved for rehearing, which this court has
granted. We have withdrawn the prior decision and affirmed the
judgment, ruling in favor of Parkwood. I disagree that Parkwood
has presented a legitimate basis for rehearing and find that we
were, therefore, bound to deny the motion for rehearing.
The rules of appellate procedure plainly describe the grounds
that may support rehearing: “A motion for rehearing shall state
with particularity the points of law or fact that, in the opinion of
the movant, the court has overlooked or misapprehended in its
order or decision.” Fla. R. App. P. 9.330(a)(2)(A). Parkwood does
not 	claim 	that 	this 	court 	“overlooked” 	or 	“misapprehended”
anything. Instead, Parkwood simply argues that this court got it
wrong—repeating 	its 	original 	position 	that 	the 	“prefatory”
language in the contract should not control the outcome of this
case. The portion of its motion that specifically addresses its basis
for rehearing is set out in full here:
The Opinion Mistakenly Treats the Recital
Clauses as Operative Provisions through which
to Read into the Contract Terms Not Present in
the Specific Contractual Clause at Issue

9
“Under 	Florida 	law, 	an 	operative 	clause 	of 	an
agreement prevails over the recital clause when there is
a discrepancy between the two.” Johnson v. Johnson, 725
So. 1209, 1213 (Fla. 3d DCA 1999). “Although prefatory
language may aid a court to determine legislative intent
when 	the 	operative 	terms 	of 	a 	provision 	of 	law 	are
ambiguous, such language does not control interpretation
of the operative terms of that provision.” Dep’t of State v.
Fla. Greyhound Ass’n, Inc., 253 So. 3d 513, 521 (Fla. 2018)
(citing Dorsey [v. State, 402 So. 2d 1178, 1180 (Fla. 1981)].
The 	Court, 	however, 	relied 	on 	a 	more 	general
proposition of law in making its determination to reverse
the trial court. That general proposition requires the
consideration of the whole contract in determining the
intent of the parties. Opinion at 7-8 (citing Fla. Power
Corp. [v. City of Tallahassee, 18 So. 2d 638, 674 (Fla.
1944)]; Orlando Orange Groves Co. [v. Hale, 161 So. 284,
294 (Fla. 1935)] (the “main principle” in construing a
contract is to deduce the intention of the parties “from
consideration of the whole instrument”).
The 	Court’s 	reliance 	on 	the 	recital 	or 	prefatory
statements 	does 	violence 	to 	the 	specific 	contractual
clauses that operate here, and at bottom departs from the
essential principle of the “supremacy of the text” doctrine.
Which is to say, in sum, the Opinion does not give the
operative text the supremacy it is due. Rehearing is
warranted.
This is the full portion of the 	motion setting forth legal
argument that rehearing is warranted.1 Again, Parkwood does not
bother to identify “with particularity” any points of law or fact that
we “overlooked or misapprehended;” it merely argues, as it did in
its briefs before this court, that reliance on “prefatory” contract
language 	was 	improper. 	We 	cannot 	transform 	Parkwood’s
1 	Parkwood 	also 	moved 	for 	certification 	of 	conflict 	and
provided separate reasoning for that request, but the above-quoted
passage is its entire argument in support of rehearing.

10
argument 	into 	a 	claim 	that 	this 	court 	overlooked 	or
misapprehended a point of law or fact.
Parkwood 	candidly 	admits 	that 	the 	original 	dissenting
opinion “informs” its motion for rehearing and simply asked that
we “adopt the dissenting opinion.” But while the original dissent
may have provided a fair argument in support of affirmance, the
original majority understood precisely what Parkwood (and the
dissenting opinion) was arguing.2 Reaching a different conclusion
than the one favored by the losing party and a dissenting judge is
not equivalent to a claim that the majority opinion “overlooked” or
“misapprehended” a point of fact or law, as those terms are used
in the rule. If it did, then nearly every litigant would be permitted
to seek rehearing merely by rearguing their case or expressing
agreement with a dissenting opinion. This practice, however, is not
permitted, as numerous cases have explained, as I set forth below.
Instead, a motion for rehearing “must address some error or
omission in the resolution of an issue previously presented in the
main argument.” Philip J. Padovano, Rehearing, 2 Fla. Prac.,
Appellate Practice § 21:2 (2026 ed.). Parkwood has not claimed
that we misunderstood the record or misread an applicable statute
or case. This is what “misapprehended” means, as that term is
used in rule 9.330(a).
This court has repeatedly held that a rehearing is not simply
a 	vehicle 	to 	reargue 	the 	merits 	of 	the 	appeal 	or 	to 	express
disagreement with the disposition. Rehearing is not meant “to
furnish a medium through which counsel may advise the court
that they disagree with its conclusion, to reargue matters already
discussed in briefs and oral argument and necessarily considered
by the court, or to request the court to change its mind as to a
matter which has already received the careful attention of the
2 A review of the original majority opinion, attached as an
appendix to this opinion, demonstrates that we did not overlook or
misapprehend any point of law or fact identified by Parkwood.
Rather, we understood the arguments and reached a conclusion,
albeit one contrary to Parkwood’s position. I continue to believe
that this original opinion correctly analyzes the issue presented
and correctly concludes that reversal is warranted.

11
judges, or to further delay the termination of litigation.” State ex
rel. Jaytex Realty Co. v. Green, 105 So. 2d 817, 819 (Fla. 1st DCA
1958). Stated differently, “rehearing is not an open invitation for
an 	unhappy 	litigant 	or 	attorney 	to 	reargue 	the 	same 	points
previously presented, or to discuss the bottomless depth of the
displeasure 	that 	one 	might 	feel 	. 	. 	. 	as 	a 	result 	of 	having
unsuccessfully sought appellate relief.” Unifirst Corp. v. City of
Jacksonville, 42 So. 3d 247, 248 (Fla. 1st DCA 2009) (citation
omitted). See also Dep’t of Revenue v. Leadership Hous., Inc., 322
So. 2d 7, 9 (Fla. 1975) (“The proper function of a [motion] for
rehearing is to present to the court in clear and concise terms some
point that it overlooked or failed to consider; only this and nothing
more”) (emphasis supplied); Strand v. Escambia Cnty., 992 So. 2d
150, 162 (Fla. 2008) (Lewis, dissenting) (criticizing 	motions for
rehearing used “as a means to reargue and attack the merits of
[the] Court’s decision, which [have been] previously considered and
determined.”).
These 	cases 	accurately 	describe 	Parkwood’s 	motion 	for
rehearing. Again, this court did not misunderstand the record or
misread any statutes or cases. We carefully considered Parkwood’s
argument, but rejected it. The fact that our disposition included a
dissenting opinion does not alter that conclusion. Repeating the
argument to us in a motion for rehearing, even with a reminder
that a judge dissented, does not demonstrate at all that rehearing
is warranted. Granting rehearing in these circumstances ignores
decades of cases clearly establishing the correct and important
limitations to such motions. We should deny the motion.

12
APPENDIX
TANENBAUM, J.
This is a breach-of-contract case. When we are called to assess
a trial court’s enforcement of a contract’s terms, as we are here,
the supreme court tells us that we are “bound by the plain meaning
of the contract’s text.” Allstate Ins. Co. v. Revival Chiropractic,
LLC, 385 So. 3d 107, 113 (Fla. 2024) (internal quotations and
citation omitted). One or more provisions in a contract’s text,
however, “cannot be viewed in isolation from the full textual
context 	of 	which 	they 	are 	a 	part.” 	Id. 	Rather, 	“proper
interpretation requires consideration of ‘the entire text, in view of
its structure and of the physical and logical relation of its many
parts.’” Id. (quoting ANTONIN SCALIA & B RYAN GARNER , R EADING
LAW: THE I NTERPRETATION OF LEGAL TEXTS 167 (2012)). This is so
because “the goal of interpretation is to 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.” Lab’y Corp. of Am. v. Davis, 339 So. 3d 318, 323–24 (Fla.
2022) (internal quotations and brackets omitted). “Context is a
primary determinant of meaning.” Id. at 324 (citing SCALIA &
GARNER , READING LAW at 167) (emphasis supplied).
At issue here is whether initial paragraphs in the parties’
contract—paragraphs that do not define either party’s rights or
obligations—can still be used to provide context governing the
meaning of otherwise plain text appearing under the City of
Gainesville’s (as the going concern known as Gainesville Regional
Utilities, or “GRU”) specified obligation to pay rebate fees to the
developer 	Parkwood 	Alachua 	Land 	Investments, 	Inc.
(“Parkwood”), when certain conditions precedent occur. There was
a bench trial, after which the judge applied the operative text
literally, without considering the prefatory language for context,
and rendered judgment against GRU for money due under the
contract. GRU argues a different plain meaning of the text, basing
its reading on the clear purpose of the whole contract, which is
spelled out by introductory (or prefatory) language. Following the
supreme 	court’s 	lead 	regarding 	“whole 	text,” 	or 	contextual,

13
application of statutory and contractual provisions, we agree with
GRU and reverse.
I
GRU 	and 	Parkwood 	executed 	a 	Lift 	Station/Force 	Main
Reimbursement Agreement on February 18, 2020 (“Lift Station
Agreement”). But the relationship between the parties began a
couple years earlier. In 2018 Parkwood initiated construction of
Newberry Park—a mixed-use development community in Alachua
County. The development would accommodate both residential
units and commercial establishments, including two apartment
buildings, a daycare, a gas station, a restaurant, and a grocery
store. Parkwood anticipated building 300 residential units and
needed, among other things, wastewater service to support them.
GRU (operating on behalf of the city) conditioned permitting the
project 	on 	Parkwood’s 	designing 	and 	constructing 	wastewater
facilities that would do that and feed into GRU’s collection system.
As part of this, Parkwood had to install underground piping and a
lift station, and after completion, Parkwood would convey the
infrastructure to GRU for service and maintenance.1
Regarding 	the 	underground 	piping, 	GRU 	asked 	that
Parkwood enlarge and extend the piping system beyond what was
needed for the planned development so that future, bordering
developments potentially could tie into the system installed by
Parkwood. 	GRU 	and 	Parkwood 	entered 	an 	“Oversizing
Agreement,” 	under 	which 	Parkwood 	would 	provide 	GRU 	its
estimate of cost to install the minimum piping system necessary to
support its own development and the incremental costs associated
with 	GRU’s 	request 	for 	increased 	capacity. 	GRU 	then 	would
reimburse 	Parkwood 	for 	that 	excess 	incurred 	cost—which 	it
ultimately did, in the amount of $31,394.
Meanwhile, the lift station Parkwood built needed to be sized
only for the anticipated need within the planned development. In
1 No one disputes what a “lift station” is here. Basically, it is
a pump in the ground that lifts wastewater from a lower to higher
elevation to utilize gravity in facilitating the flow of wastewater
toward a treatment facility.

14
other words, GRU did not ask that Parkwood oversize the lift
station like it did for the piping. Parkwood installed the lift station
at a cost of $207,531. A lift station’s capacity is measured in
“equivalent 	residential 	units,” 	or 	“ERUs”—the 	amount 	of
wastewater emitted by an average residence. Parkwood’s station
could accommodate 473 ERUs, but the development would need
only 170 ERUs. This is where the disputed contract comes in.
Under the Lift Station Agreement, once Parkwood completed
the 	lift 	station 	and 	wastewater 	facilities, 	it 	would 	transfer
ownership of them over to GRU, at which point GRU would be
solely responsible for their operation and maintenance. GRU was
to review Parkwood’s lift station “capacity” and “construction costs
and establish an eligible amount for reimbursement.” The amount
would be fixed once calculated “based upon [Parkwood’s] actual
cost and the estimated system capacity of facilities paid for by
[Parkwood],” 	and 	it 	would 	be 	“collected 	on 	an 	equivalent
residential connection, ERC [or ERU] basis.” The calculated pump-
station rebate amount was $439 per ERC. Parkwood would “be
entitled to the reimbursement for a period of ten years” or “until
such time 	as [Parkwood] 	receives the accumulated maximum
rebate amount”—so, until February 2030 or until $132,901 has
been rebated, whichever occurs first.2
There 	are 	three 	initial 	paragraphs 	in 	the 	Lift 	Station
Agreement, all of which precede numbered paragraphs that fall
under 	one 	of 	two 	headings: 	“[Parkwood’s] 	Obligations” 	and
“[GRU’s] Obligations.” The first paragraph states that policies are
in 	place 	“to 	ensure 	the 	development 	of 	wastewater 	collection
systems that service the public in a coordinated and efficient
manner.” It continues by stating there are “mechanisms” in place
“to 	allow 	for 	the 	reimbursement 	to 	the 	developer 	for 	certain
constructed facilities when these facilities are utilized to provide
utility service to properties outside of the original development.”
The third paragraph provides that GRU “has determined that the
2 Divide $132,901 by the rebate fee per ERC of $439, and you
get roughly 303 ERCs, which is the difference between the lift
station’s 	capacity 	(473 	ERUs 	or 	ERCs) 	and 	Newberry 	Park’s
estimated need (170 ERUs or ERCs).

15
wastewater facilities installed by [Parkwood] will provide utility
service 	to 	properties 	outside 	[Newberry 	Park], 	provided 	that
capacity is available at the time this service is required.” These
initial paragraphs are punctuated by the following commonplace
contractual statement: “In consideration of the foregoing and the
mutual promises set out below the parties agree to the following
[obligations.]”
Notwithstanding these paragraphs, Parkwood’s suit averred
that GRU owed it the full $132,901 because GRU had collected
connection fees for properties within Newberry Park for use of the
wastewater 	facilities 	built 	and 	transferred 	by 	Parkwood. 	Its
position hinged on two provisions in the Lift Station Agreement,
both listed under the heading, “[GRU] Obligations.” The first
(paragraph nine) stated that once GRU accepted the “wastewater
pumping and collection facilities constructed” by Parkwood at
Newberry Park, GRU was to
charge 	a 	lift 	station 	rebate 	fee 	to 	any 	properties
discharging 	flow 	to 	the 	applicants 	[sic] 	lift 	station
provided that the discharging party is able to connect to
the applicants [sic] collection system without the aid of
any pumping systems . . . . (emphasis supplied).
The second provision (paragraph ten) stated that the
rebate fee(s) will be charged at the agreed upon rate for
the number of [ERCs] which are actually connecting to
[Parkwood’s] system. Connections to the pump station
shall pay the pump station rebate charge and 100% of the
off-site 	and 	on-site 	force 	main 	rebate 	charge 	. 	. 	. 	.
(emphasis supplied).
The contract also requires GRU to “reimburse the total amount of
the rebate fees collected to [Parkwood] within 60 days of receipt of
the rebate fees.” According to Parkwood, the initial paragraphs
were no more than “prefatory” and could not inform or alter what
it 	considered 	to 	be 	the 	plain 	and 	unambiguous 	terms 	“any
properties” and “actually connecting.”
At the bench trial, Parkwood put on a case to show that GRU
collected $379,264.12 in “Wastewater Connection” fees from the

16
successor entity that acquired most of the development property
from Parkwood and completed the build-out of Newberry Park—
Newberry 	Park 	Properties, 	LLC.3 	Even 	though 	GRU 	denied
collecting 	any 	lift-station 	rebate 	fees 	from 	anyone, 	Parkwood
claimed 	the 	connection 	fee 	collected 	from 	Newberry 	Park
Properties was the equivalent of the fee contemplated by the Lift
Station Agreement—which was to be charged “to any properties
discharging flow to” the lift station it installed and that “are
actually connecting” to the lift station. (emphases supplied). For
Parkwood, this language clearly entitled it to be reimbursed for
connection 	to 	and 	use 	of 	the 	lift 	station 	from 	within 	the
development for which Parkwood originally installed the station—
so clear, in fact, that the trial judge should not consider the initial
paragraphs providing the contract’s purpose and context.
The trial judge reached the same conclusion. She determined
that, while the term “rebate fee” is not defined in the contract and
that there is no dictionary definition of that term, it nevertheless
appeared that GRU received “payment of connection fees so that
the apartments could discharge flow to the lift station constructed
by” Parkwood for the development. The judge also concluded there
is no language in the Lift Station Agreement asserting that rebate
fees were only to be charged to properties outside the original
development 	that 	connect 	to 	the 	lift 	station 	constructed 	by
Parkwood.
The judge furthered her analysis by looking at language
describing the “force main rebate charge” (as opposed to the pump
station rebate charge at issue here), and she found significance in
the use of “off-site” and “on-site” to describe only the force-main
charge (not the pump-station charge). According to that provision,
“[c]onnections to the force main at a point located on the proposed
development property shall pay 50% of the total force main rebate
charge,” while “[c]onnections to the force main at a point which is
located outside of the proposed development property shall pay
50% of the off-site force main rebate charge . . . .” (emphases
supplied). The judge noted that the contract did not make the same
3 The trial judge included this finding in her final judgment,
and the undisputed record evidence supports it.

17
distinction regarding the pump-station rebate charge—the text
referring only to the charge “without any reference to or limitation
as to amounts due based upon whether the connection is on-site or
off-site.”
Ultimately, the judge refused GRU’s request that she consider
the disputed provisions within the context of the contract’s initial
paragraphs because they were “prefatory.” According to the judge,
those paragraphs “may not be relied upon if they will cause
ambiguity in an otherwise unambiguous contract,” and she had
concluded that “the Agreement is unambiguous without looking to
the prefatory provisions.”
GRU argues that this was error—that the trial judge should
have considered the two provisions in the context of the whole
agreement, of which GRU contends the prefatory paragraphs were
a part.
II
This being a matter of contract interpretation, we consider the
question 	anew, 	without 	giving 	deference 	to 	the 	trial 	court’s
assessment of the text. Cf. City of Leesburg v. Hall, 117 So. 840,
841 	(Fla. 	1928) 	(stating 	the 	“well 	established” 	rule 	that
“construction of a written contract is a matter of law [to] be
determined by the court” rather than by a jury); Wash. Nat’l Ins.
Corp. v. Ruderman, 117 So. 3d 943, 948 (Fla. 2013) (noting that
construction of insurance contract “is a question of law subject to
de novo review”).
Our objective here “is to ascertain the meaning and intent of
the parties as expressed in the language used.” Canal Lumber Co.
v. Fla. Naval Stores & Mfg. Co., 92 So. 279, 284 (Fla. 1922). As
mentioned in the beginning, when we do so, we cannot read a
textual 	provision 	in 	isolation—something 	the 	trial 	court
erroneously did here. See Allstate Ins. Co., 385 So. 3d at 113
(“Provisions in the texts of statutes and contracts cannot be viewed
in isolation from the full textual context of which they are a part.”);
see also Lab’y Corp. of Am., 339 So. 3d at 324 (noting that “a fair
reading will always be mindful of the ‘fundamental principle . . . of
language itself [] that the meaning of a word . . . must be drawn

18
from the context in which it is used’” (quoting Deal v. United
States, 508 U.S. 129, 132 (1993))).
As the supreme court has explained:
The courts have established rules to be observed in the
construction of contracts. One requires that the contract
should 	be 	considered 	as 	a 	whole 	in 	determining 	the
intention of the parties to the instrument. Another is to
the 	effect 	that 	the 	conditions 	and 	circumstances
surrounding the parties and the object or objects to be
obtained 	when 	executing 	the 	contract 	should 	be
considered. 	Another 	is 	that 	courts 	should 	place
themselves, as near as possible, in the exact situation of
the parties to the instrument, when executed, so as to
determine 	the 	intention 	of 	the 	parties, 	objects 	to 	be
accomplished, obligations created, time of performance,
duration, consideration, mutuality, and other essential
features.
Fla. Power Corp. v. City of Tallahassee, 18 So. 2d 671, 674 (Fla.
1944) (emphases supplied); see also Orlando Orange Groves Co. v.
Hale, 161 So. 284, 294 (Fla. 1935) (noting that the “main principle”
in construing a contract is to deduce the intention of the parties
“from consideration of the whole instrument”).
A couple decades earlier, the court explained this approach a
slightly different way, as follows:
Courts, in other words, are never shut out from the same
light 	enjoyed 	by 	the 	parties 	when 	the 	contract 	was
executed and are accordingly entitled to place themselves
in 	the 	same 	situation 	as 	the 	parties 	who 	made 	the
contract, so as to view the circumstances as they viewed
them and to judge the meaning of words and correct
application of the language to the subject-matter. General
or indefinite terms employed in the contract may be thus
explained 	or 	restricted 	as 	to 	their 	meaning 	and
application, and the contract as a whole construed to give
it such effect, and none other, as the parties intended at
the time it was made.

19
Holmes 	v. 	Kilgore, 	103 	So. 	825, 	827 	(Fla. 	1925) 	(emphasis
supplied).
In construing the Lift Station Agreement, the trial judge
zeroed in on paragraphs nine and ten and expressly read them
without 	considering 	the 	prefatory 	text 	or 	the 	circumstances
surrounding the contract’s execution. The judge explained in her
order that the prefatory text “may not be relied upon if they will
cause ambiguity in an otherwise unambiguous contract.” This
approach incorrectly treated the question of ambiguity as strictly
binary—so making the decision whether to look at any other text
in the contract at all wholly dependent on whether the text in
question, by itself, is ambiguous in the first place. Construction
canons are not to operate this way. “Viewed properly as rules of
thumb or guides to interpretation, rather than as inflexible rules,”
these canons “can aid the interpretive process from beginning to
end,” so “[i]t would be a mistake to think that . . . interpreters
[must] make a threshold determination of whether a term has a
‘plain’ or ‘clear’ meaning in isolation, without considering the
statutory context and without the aid of whatever canons might
shed light on the interpretive issues in dispute.” Conage v. United
States, 346 So. 3d 594, 598 (Fla. 2022); see Allstate Ins. Co., 385 So.
3d 	at 	113 	(taking 	same 	non-isolation, 	“full 	textual 	context”
approach when construing contractual text).
We do not suggest that the prefatory language in the contract
could alter GRU’s obligations set out in paragraphs nine and ten
by giving those paragraphs a meaning that they otherwise could
not reasonably bear. See SCALIA & GARNER , READING LAW at 218
(explaining how the principle that prefatory language “cannot be
invoked when the text is clear” means the language “cannot give
words and phrases of the dispositive text itself a meaning that they
cannot bear”). But the trial judge cannot pretend that the text is
not there. The text is part of the Lift Station Agreement, and both
parties are presumed to have read it before signing. The prefatory
language here also “does set forth the assumed facts and the
purposes that . . . the parties to [the contract] had in mind,” thereby
“shed[ding] light on the meaning of the operative provisions that
follow.” Id.

20
Following 	the 	supreme 	court’s 	holistic 	approach 	just
described, we do not determine the clarity of just a few contractual
provisions in isolation; rather, we consider the prefatory text—
using 	that 	text, 	“along 	with 	all 	other 	factors”—and 	then
“determin[e] whether the instrument is clear” in the first place. Id.
At that point, the prefatory text can help figure out “which of
various 	permissible 	meanings 	the 	dispositive 	text 	[more
reasonably] bears.” Id.; cf. Ross v. Savage, 63 So. 148, 155 (Fla.
1913) (indicating that contractual text’s apparent “definite legal
meaning” is not necessarily “presumed” to be what the parties
intended 	if 	there 	is 	a 	“contrary 	intention 	appearing 	by 	the
instrument”). If we telescope out from just paragraphs nine and
ten and consider the prefatory text, we see that “any properties”
and “actually connecting” have both a literal meaning (for which
Parkwood argues) and a contextual meaning (for which GRU
argues)—with the contextual meaning being the more reasonable
one.
The 	term 	“any 	properties” 	necessarily 	presumes 	some
understood set of properties that could connect to the installed
system. The literal meaning, derived from paragraphs nine and
ten when considered in isolation, references a set that includes all
properties 	that 	possibly 	could 	connect 	that 	then 	actually 	do
connect. 	The 	contextual 	meaning—derived 	from 	considering
paragraphs 	nine 	and 	ten 	alongside 	the 	rest 	of 	the 	contract,
including 	the 	prefatory 	text—references 	a 	subset 	of 	all 	those
possible properties, the subset being limited to those for which the
contract appears to have been intended: the “properties outside of
the original [Newberry Park] development.” At a minimum, the
prefatory text gives rise to questioning whether the “dispositive”
text is as clear as both Parkwood and the trial judge think it is.
The tip-off that Parkwood’s reading might not be the most
reasonable is the fact that it would get a rebate for the Newberry
Park connections (i.e., connections within Parkwood’s planned
development), which would have been factored into the 170 ERUs
calculated to be that development’s own demand from the pump
station. In other words, the rebate calculation ($439 per ERC) was
based on the lift station’s excess capacity—303 ERUs, capacity over
and above what was needed for Newberry Park. Recall that when
Parkwood 	originally 	sought 	approval 	for 	the 	Newberry 	Park

21
development, it anticipated 300 residential units.4 Approval then
was conditioned on Parkwood’s building infrastructure to allow all
those units to tie into GRU’s wastewater facilities, after which
GRU would provide ongoing service. Parkwood now wants to read
the contract to require a rebate of costs associated with the lift
station’s originally projected base use of 170 ERUs—costs it was
required to incur as a condition for approval of the 300 residential
units—and to have that money come out of the connection fees paid
to GRU by Parkwood’s successor upon completion of Newberry
Park—fees Parkwood itself would have paid had it not sold the
project before it was done (and presumably factored into the price
of sale to Newberry Properties). It simply makes no sense that the
parties embedded this circularity into the contract.
We 	must 	give 	the 	Lift 	Station 	Agreement’s 	terms 	“a
reasonable interpretation according to the intention of the parties
at the time of executing them.” Holmes, 103 So. at 827. When there
is an obscurity, ambiguity, or doubt—such that there are two
possible constructions—“one of which makes it fair, customary,
and such as a prudent man would naturally execute, while the
other makes it inequitable, unnatural, or such as a reasonable man
would not be likely to enter into”—we go with “the interpretation
4 Given the two possible meanings here, we have no problem
looking to the undisputed record evidence to supply additional
context for the contract’s language. Cf. Atlanta & St. A.B. Ry. Co.
v. Thomas, 53 So. 510, 513 (Fla. 1910) (explaining that, in the
event of a contract ambiguity requiring resolution, a court may
consider “the subject-matter of the contract, the language used, the
purpose 	designed, 	the 	consideration 	furnished, 	and 	the
circumstances that induced the making of the contract” (emphasis
supplied)); see also Fla. Power Corp., 18 So. 2d at 674 (noting both
the whole-text rule of construction and rule “that the conditions
and 	circumstances 	surrounding 	the 	parties 	and 	the 	object 	or
objects to be obtained when executing the contract should be
considered”); but cf. Knabb v. Reconstruction Fin. Corp., 197 So.
707, 715–16 (Fla. 1940) (noting that “extraneous facts” pertaining
to the circumstances surrounding the contract’s execution and its
“apparent purpose” may be considered only when there is doubt as
to meaning).

22
which makes a rational and probable agreement.” Id.; see also id.
(“If one construction would make it unreasonable, while another
would do justice to both parties, the latter will be adopted.”).
The prefatory language—referencing use by developments
beyond the “original” one (i.e., Newberry Park) and “capacity []
available at the time [such] service is required”—points us toward
a reading that is much more reasonable. Parkwood would get
rebate fees collected from outside developments that use the 303
ERUs in excess capacity on its lift station (rather than having to
install 	their 	own 	stations)—Parkwood’s 	station 	having 	been
installed 	as 	required 	to 	support 	Parkwood’s 	own 	planned
development, 	which 	was 	projected 	to 	need 	170 	ERUs 	of 	the
station’s 473-ERU capacity. This reading happens to be consistent
with Parkwood’s anticipated reimbursement from GRU for the
oversized piping it installed: the reimbursement being only for the
incremental cost above what Parkwood was required to incur to
support its own development.
Under this reading of the Lift Station Agreement, Parkwood
failed to prove a breach that would entitle it to damages from GRU.
The 	parties 	do 	not 	dispute 	that 	there 	have 	not 	been 	any
connections 	to 	the 	Parkwood-installed 	lift 	station 	by 	outside
developments—no rebate fees collected from those developments
for those connections. The judgment rendered in favor of Parkwood
and against GRU for $132,901 lacks legal support. On remand,
judgment must be rendered in favor of GRU, dismissing the action
with prejudice. See Fla. R. Civ. P. 1.420(b) (allowing for a trial
court, in an action tried without a jury, to render a judgment of
dismissal against “the party seeking affirmative relief” when the
party “has shown no right to relief”).
. . . .
B ILBREY , J., dissenting.
Because 	the 	trial 	court 	correctly 	found 	that 	the 	initial
language in the contract was prefatory and could not be used to

23
create an ambiguity in the remainder of the contract, I respectfully
dissent.1
The trial court held that the initial language in the contract
was prefatory, stating in the final judgment:
20. 	Although 	these 	paragraphs 	do 	not 	contain
“whereas” language, the context indicates that these are
indeed prefatory paragraphs as they are at the beginning
of the agreement, are set apart from the rest of the
contract, do not contain a heading, and do not contain
numbers as the other sections of the contract do. The last
paragraph of this section states “In consideration of the
foregoing and mutual promises set out below the parties
agree to the following.” 	See Johnson v. Johnson, 725 So.
2d 1209, 1212 (Fla. 3d DCA 1999) (holding that prefatory
recitations contained in various “whereas” clauses are not
binding, 	operative 	provisions 	to 	an 	otherwise
unambiguous contract); Orlando Lake Forest Venture v.
Lake Forest Master Community, 105 So. 3d 646, 648 (Fla.
5th DCA 2013) (holding that whereas clause is prefatory
and nonbinding where the agreement is clearly arranged
in a manner to separate the recitals from the operative
portions, 	which 	are 	expressed 	in 	detailed 	numbered
articles).
21. Since the first four paragraphs of the Agreement
are prefatory, they may not be relied upon if they will
cause ambiguity in an otherwise unambiguous contract.
As set forth in the above analysis, the Agreement is
unambiguous without looking to the prefatory provisions.
The majority is correct that in interpreting a contract we
consider the entire agreement. See Taylor v. Taylor, 1 So. 3d 348,
1 As the final judgment on appeal was entered in September
2022, and this case has been at issue before this court since April
2023, I will be brief. Appellee tried to gently nudge us in to action
in February 2025 by moving for supplemental briefing. We did not
respond to this plea until today, denying the motion in a separate
order.

24
350 (Fla. 1st DCA 2009). But the prefatory clauses at the start of
a 	contract 	are 	“not 	an 	operative 	provision 	of 	an 	otherwise
unambiguous agreement.” 	Johnson, 725 So. 2d at 1212 (citations
omitted).2
Statutes are interpreted in the same manner as contracts.
Crapo v. Univ. Cove Partners, Ltd., 298 So. 3d 697, 700 (Fla. 1st
DCA 2020). In construing statutes, the Florida Supreme Court has
recognized the limitation of prefatory language stating, “It is well
settled that such ‘prefatory language’ cannot expand or restrict the
otherwise unambiguous language of a statute.” 	Dorsey v. State,
402 So. 2d 1178, 1180 (Fla. 1981). 	“Although prefatory language
may aid a court to determine legislative intent when the operative
terms of a provision of law are ambiguous, such language does not
control interpretation of the operative terms of that provision.”
Dep’t of State v. Florida Greyhound Ass’n, Inc., 253 So. 3d 513, 521
(Fla. 2018) (citing Dorsey, 402 So. 2d at 1180).
The trial court correctly found that the language at the start
of the contract was prefatory, not operative, and could not be used
to create an ambiguity where none existed in the body of the
contract. 	I would affirm the well-reasoned judgment of the trial
court. Because the majority reverses, I respectfully dissent.
_____________________________
Brian W. Franklin, City of Gainesville, Office of the City Attorney,
Gainesville, for Appellant.
Elliot B. Kula and W. Aaron Daniel of Kula & Associates, P.A.,
Miami, for Appellee.
2 To the extent that there is any conflict between the prefatory
language 	and 	the 	operative 	provisions 	of 	the 	contract, 	the
operative provisions prevail. 	See N. Tr. Co. v. King, 6 So. 2d 539,
540 (Fla. 1942) (citing 17 C.J.S., Contracts, § 314, p. 733) (“The
question then arises whether we will be governed by the recital or
the operative clause. The law appears settled that where there is
a 	difference 	in 	the 	recital 	and 	covenant, 	the 	covenant 	will
prevail.”).