To prove the existence of a contract under Florida law, a plaintiff must plead: (1) offer; (2) acceptance; (3) consideration; and (4) sufficient specification of the essential terms. A breach of contract is a legal cause of action where the contract is not honored by a party to the agreement. A party filing a breach of contract cause of action must allege damages resulting from the breach. A breach of contract action may seek to compel performance, rescind, or collect damages.
Part III: Closing
If you take the time to be prepared, a closing should be simple and run smoothly. A closing is basically the buyer giving the seller their money and the seller giving the buyer the deed. While there is more involved than that, preparing with experienced Fort Lauderdale luxury real estate attorneys will help the closing process run efficiently.
Closing takes place at an attorney’s office, broker’s office, or some other place that can officially record the sale. The closing should be attended by the buyer and seller, their attorneys, and the closing agent. Additionally, the real estate agents, witnesses, and a notary may be present. A party may choose to attend closing without counsel; however, unexpected issues may arise that an attorney would be better equipped to handle.
In Xavier v. Leviev Boymelgreen Marquis Developers, LLC, 3D11-549(Fla. 3d DCA, Nov. 21, 2012), Maiko A. Xavier and Gricell B. Perez (“Plaintiffs”) sought review of the trial court’s dismissal with prejudice of their real estate transaction lawsuit against Leviev Boymelgreen Marquis Developers (“Defendant”) on the grounds that the lawsuit was filed outside the four-year statute of limitations.
The Plaintiffs alleged that they entered into a pre-construction sales agreement on August 2, 2005 to purchase a city view condominium unit in the Marquis, which was being built by the Defendant. The sales agreement provided for, among other things, an initial deposit of $87,500, a subsequent deposit of $87,500, cancellation within certain time limits and return of deposits within thirty days of cancellation. The Plaintiffs further alleged that they cancelled the sales contract on the same day based upon the Defendant’s oral representation that they could “swap” the city view unit for a bay view unit. Relying on the understanding that the Plaintiffs would be provided a written agreement reflecting the bay view unit, they left the initial deposit with the Defendant. The Plaintiffs later made the second deposit at an unspecified date. The Plaintiffs alleged that they asked on undated occasions about the delivery of the corrected written agreement. However, several years passed without delivery of the corrected agreement, and the Defendant held the deposits. The Plaintiff stated that they had no reason to worry until almost four years later when the Defendant gave formal notice that the closing on the city view unit would be on August 17, 2009. On November 10, 2009, the Plaintiffs filed suit against the Defendant seeking the return of the deposits. The Defendant’s motion to dismiss the lawsuit on the basis that the statute of limitations had run was granted. The Third District Court of Appeal reversed and remanded the order of dismissal.
In its reasoning, the Third District Court of Appeal discussed the applicable statute of limitations. Had the lawsuit involved a standard cause of action for the violation of the terms of a real estate contract, it would have been time-barred. However, the Plaintiffs stated causes of action for unjust enrichment, conversion and fraudulent inducement. The statute of limitations for fraud is four years beginning to run “from the time that the facts giving rise to the cause of action were discovered or should have been discovered with the exercise of due diligence.” § 95.031(2)(a), Fla. Stat. However, it could not be said “as a matter of law that the exercise of due diligence would have caused the [Plaintiffs] to have discovered the alleged fraud more than four years before November 10, 2009.” Xavier, 3D11-549. A much more detailed record would be required to make such a determination.
Similarly, the statute of limitations for conversion and unjust enrichment are four years. The Third District Court of Appeals stated, “[t]he determination as to when these causes of action accrued and when the statute of limitation expired is also dependent on the development of a more detailed factual record.” Id.
To read the entire opinion, click here.
The language used in a contract is what governs the relationship between the contracting parties. In a lawsuit, the court looks within the four corners of the contract to determine the rights and obligations of each party. Outside evidence can be used in limited circumstances, such as to explain particular terms of the contract. The following case highlights the importance of contract language.
In Breazeale v. GDC View, LLC, 79 So. 3d 96 (Fla. 1st DCA 2012), Sommai Breazeale (the “Buyer”) entered into a contract to purchase a condominium from GDC View, LLC (“GDC”), the developer and seller of the condominium. The condominium was not constructed when the purchase contract was executed. The purchase contract provided that the unit would be completed within two years of the date of the contract and in no event later than May 1, 2007. The purchase contract also provided that the period for completion of the unit could be extended beyond two years if certain delays occurred. The condominium was not completed within two years of the contract. In April 2007, GDC gave the Buyer notice that it was ready to close between the dates of May 1 and May 21, 2007, but the Buyer never appeared for a closing. On May 4, the Buyer advised GDC in writing of her decision to rescind the contract. The Buyer sought a refund of the deposit and return of the letter of credit. GDC refused to grant a refund and, instead, filed suit for breach of the purchase contract. The Buyer filed a counterclaim also for breach of the purchase contract. The case was decided in GDC’s favor, and the Buyer appealed.
The Court looked to Florida Statute section 718.104(4)(e), which set forth two requirements before a completed condominium in a substantially completed building can be conveyed, and the language of the recorded Declaration of Condominium, which outlines the rights and obligations of the developer and the condominium owner, and agreed with the Buyer. The Court found that the condominium could not have been conveyed by May 1, 2007 because it could not have been deemed complete. Despite this finding, the result was affirmed because the purchase contract allowed for the extension of the period for completing the condominium if certain delays occurred. These delays extended the completion deadline to June 28, 2007, a date beyond the June 11, 2007 issuance of certificate of occupancy.
If you are a buyer or seller of commercial or residential property and seek assistance with your real estate contracts, contact the real estate attorneys at Schecter Law today at (954) 779-7009 to address your real estate contract concerns.