By Jeffrey T. Donner, Esq.

A recent Third District decision, Martinez v. Bustamante, is a useful reminder of a basic but often misunderstood principle of Florida contract law: not every drafting problem can be fixed by testimony about what the parties supposedly meant. When a material term is patently ambiguous on the face of the agreement, a court is not free to rewrite the contract under the guise of interpretation. That is the core lesson of Martinez, and it matters well beyond family-law practitioners. It is a case that Florida lawyers handling prenuptial agreements, marital settlement agreements, trusts, real estate documents, and complex commercial contracts should read carefully.

In Martinez, the parties signed a premarital agreement shortly before their October 2020 wedding. After the wife filed for divorce in 2022, the dissolution proceeded to a stipulated partial final judgment in late 2024, but one provision in the prenuptial agreement remained unresolved. The disputed clause stated that, in the event of divorce, “[t]he marital domicile shall be occupied by Wife until her death or occupied by Husband until his death.” The trial court received parol evidence, but ultimately refused to enforce the provision, finding it ambiguous and clearly mistaken. On March 25, 2026, the Third District affirmed.

What makes the opinion important is not simply the outcome. It is the court’s reasoning. The Third District treated the clause as a patent ambiguity because the defect was apparent on the face of the instrument itself. As the court explained, a patent ambiguity arises from contractual language that is “defective, obscure, or insensible.” Applying that rule, the court held that the marital-domicile clause was defective because it purported to give both former spouses the same right to occupy the same property, and insensible because post-divorce occupancy ordinarily implies exclusivity, especially as to a former spouse. In other words, the problem was not hidden. It was staring from the page.

That distinction matters because Florida law generally does not permit a court to cure a patent ambiguity by resorting to extrinsic or parol evidence. The Third District expressly cited Contragolpe LLC v. 505 NE 30 St., LLC for that proposition, and it reiterated that the court’s task, if possible, is to resolve the issue from the four corners of the agreement and accepted canons of construction. When that cannot be done without inserting terms that are not there, the court cannot simply invent a better deal for the parties.

That is precisely what the wife wanted the court to do in Martinez. She argued that the testimony and surrounding circumstances showed the parties intended to grant her a life estate in the marital home. But the appellate court rejected that approach. After reviewing the agreement as a whole, the court concluded that it could not discern a legally enforceable meaning for the clause without rewriting it and inserting missing terms. Because interpretation would have required judicial redrafting rather than construction, the provision failed.

The opinion is also valuable because it draws a clean line between interpretation and reformation. The parties in Martinez asked the court to interpret the language. They did not pursue reformation. The Third District pointedly noted that reformation is a different cause of action with a higher burden of proof, requiring clear and convincing evidence, and generally requiring allegations that the written instrument failed to express the parties’ true agreement because of mutual mistake or a unilateral mistake coupled with inequitable conduct. That is a critical procedural and substantive distinction. Lawyers often blur those concepts in briefing. Courts should not. Martinez does not say that defective language can never be corrected. It says that interpretation has limits, and once those limits are reached, a party needs the right claim and the right proof.

Another point practitioners should not miss is the Third District’s application of the tipsy coachman rule. The trial court erred by considering parol evidence, but the result was still affirmed because the ultimate ruling was correct. That is a practical lesson for appellate lawyers. Even when the trial judge uses the wrong analytical path, reversal is not automatic if the record supports affirmance on a proper legal ground. Appellate counsel evaluating whether to appeal a contract-construction issue should keep that in mind before assuming that a doctrinal misstep below guarantees a remand.

The broader significance of Martinez is that it reinforces disciplined contract drafting and disciplined litigation strategy. For drafting lawyers, the case is an obvious warning. If a provision involving possession rights, survivorship-type rights, exclusive occupancy, use restrictions, or disposition on divorce is materially important, the document must say exactly who gets what, when, on what conditions, and to the exclusion of whom. Vague “until death” language layered onto a divorce-triggered provision is an invitation to future litigation. Worse, it may create a provision that cannot be salvaged at all.

For litigators, Martinez is equally instructive. The first question in a contract dispute is not “What did the parties probably intend?” The first question is “What kind of ambiguity, if any, are we dealing with?” If the problem is patent and material, parol evidence may not save the clause. If the real theory is that the document failed to reflect the agreement because of mistake, then the case may need to be pleaded and proved as a reformation action, not dressed up as a simple request for interpretation. The wrong theory can lose an otherwise sympathetic case.

Martinez is a family-law case, but the logic travels well. Florida courts confront the same drafting failures in LLC agreements, shareholder agreements, settlement agreements, real estate contracts, guaranties, trusts, and estate-planning instruments. The common problem is familiar: a lawyer, client, or scrivener believed everyone knew what a clause meant when it was signed, but the text they actually used does not express a legally workable meaning. When that happens, a court’s job is not to rescue poor drafting by manufacturing precision after the fact. Martinez reflects a court unwilling to cross that line.

The real-world takeaway is straightforward. In Florida, a materially defective contract term may be unenforceable even if everyone in the courtroom thinks they understand what the parties were trying to accomplish. Intent matters, but text still governs. And when the text is patently ambiguous, there are limits to what a court can do with testimony, inference, and post hoc explanation. Martinez is therefore more than a narrow dissolution opinion. It is a strong reaffirmation of the proposition that courts interpret contracts; they do not rewrite them.