## Facts

- Ranger Construction Industries, Inc. (Ranger) entered into an asset-purchase agreement (APA) to buy the assets of Martin Companies of Daytona, Inc. and related parties (collectively, Martin).
- Before the APA, Martin had performed road building/site development work on phases of a manufactured home community project owned by Aberdeen at Ormond Beach, L.P. (Aberdeen).
- The APA contained contractual indemnity language requiring Martin to indemnify Ranger for specified losses, including losses resulting from Martin’s breach of the APA’s representations and warranties and customer warranty claims tied to Martin’s pre-acquisition work.
- About a year after the APA, Ranger contracted with Aberdeen to perform additional work on Phase III of the project and completed its work.
- Aberdeen refused to pay the full amount Ranger claimed was due. Ranger sued Aberdeen to obtain payment and a lien.
- Aberdeen counterclaimed, asserting defective work. That counterclaim prompted Ranger to file a third-party complaint against Martin.
- Ranger’s third-party complaint included two counts: (1) common-law indemnity (not at issue on appeal) and (2) contractual indemnity under the APA. Ranger attached a copy of the APA to the complaint.
- The contractual-indemnity count did not expressly label “breach of warranty” as the theory, but it alleged facts tying Aberdeen’s nonpayment/defect allegations to work Martin had performed before Ranger bought Martin’s assets, and it relied on the APA’s indemnity provisions.
- Martin moved for summary judgment, arguing Ranger failed to state a cause of action because it did not properly plead breach of warranty as the basis for contractual indemnity. Ranger sought leave to amend.
- The trial court denied leave to amend and entered final summary judgment in Martin’s favor on Ranger’s third-party contractual-indemnity claim. Ranger appealed.

## Issues

1. Whether Ranger’s third-party complaint, read together with the attached APA, stated a cause of action for contractual indemnity when the allegations supported indemnity based on Martin’s breach of contractual representations/warranties related to pre-acquisition work, even though “breach of warranty” was not expressly pleaded.
2. Whether summary judgment was proper when the motion was based on alleged pleading defects, but the complaint and its exhibit alleged facts that could bring the claim within the APA’s indemnity language.

## Decision

- The Fifth District reversed the final summary judgment and remanded for further proceedings.
- The court held Ranger’s third-party complaint, together with the attached APA, alleged sufficient facts to state a claim for contractual indemnity based on breach of Martin’s representations and warranties covering pre-acquisition work.
- Because the contractual-indemnity count was legally sufficient under Florida pleading standards, summary judgment for “failure to state a cause of action” was improper. Having resolved that point, the court did not address other arguments that Ranger raised on appeal.

## Legal Principles

- Florida pleading rules require a short and plain statement of ultimate facts showing entitlement to relief; a party is not required to plead its legal theories with exact labels if the alleged facts support recovery.
- A written contract attached as an exhibit to a pleading is treated as part of the pleading and may supply the contractual terms necessary to show a viable claim.
- A contractual-indemnity claim is sufficiently pleaded when the complaint alleges facts showing an indemnity agreement exists and the asserted loss may fall within the agreement’s coverage, including coverage for losses caused by breach of the indemnitor’s contractual representations or warranties.
- Summary judgment should not be used to dispose of a claim on the theory that the plaintiff chose imperfect wording, when the complaint (including its attachments) states a legally sufficient cause of action.

## Conclusion

The appellate court reinstated Ranger’s contractual-indemnity third-party claim because the third-party complaint and the attached APA, read together under Florida’s notice-pleading rules, alleged facts that could support indemnity for losses tied to defective pre-acquisition work and a breach of Martin’s contractual warranties; summary judgment on a pleading-sufficiency theory was therefore reversed and the case was remanded.


Ranger Construction Industries, Inc. v. Martin Companies of Daytona, Inc., 881 So. 2d 677 (2004)