CHARLES R. CAMPBELL AND JOYCE M. CAMPBELL, HIS WIFE, APPELLANTS,
v.
WALTER C. RAWLS, JR. AND SHEILA D. RAWLS, HIS WIFE, APPELLEES

Fla. 1st DCA | 1980-04-02
No. PP-82
McCORD, LARRY G. SMITH and WENTWORTH, JJ., concur.
381 So. 2d 744 Florida District Court of Appeal, First District (1980) Positive Treatment
Cited by 19 cases

AI-generated. These summaries, headnotes, and key points are machine-generated and may contain errors or omissions. Always verify against the full opinion text below. Not legal advice.

Synopsis

In this breach of contract dispute over a home purchase, the Campbell sellers appealed a judgment awarding the Rawls buyers damages for a non-functioning air conditioning system at closing. The appellate court affirmed that the warranty survived the deed conveyance and that the system was indeed inoperable, but reversed the damages award, limiting recovery to repair costs rather than replacement costs.


Holding

The warranty did not merge with the deed and remained enforceable despite execution and delivery of the conveyance. The trial court correctly found the system was not in working order at closing. However, damages must be limited to the cost of repairs necessary to place the existing system in working condition, not the cost of installing new systems.


Headnotes

[1] A warranty provision in a purchase and sale agreement does not merge with the execution and delivery of the deed if the parties do not intend for the provision to be inco…

[2] A contractual warranty regarding the working order of systems at the time of closing is generally considered an independent covenant that is excepted from the merger doct…

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Key Quotes

“Merger "does not apply to those provisions of the antecedent contract which the parties do not intend to be incorporated in the deed, or which are not necessarily performed or satisfied by the execution and delivery of the stipulated conveyance."”

Establishes that the merger doctrine does not eliminate the warranty in this case because it was an independent covenant not intended to merge with the deed.

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Facts & Procedural History

The Campbells sold property to the Rawls under a February 1978 purchase and sale agreement containing a warranty that air conditioning and heating sys…

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Opinion of the Court
PER CURIAM.

PER CURIAM.

The Campbells appeal a final judgment awarding the Rawls damages in a breach of contract action based upon appellants’ warranty contained in a February 1978 purchase and sale agreement which states in part:

Seller warrants air conditioning and heating systems, . . . to be in working order at time of Closing. Buyer, at his expense, may inspect such systems 3 days prior to Closing, and in the event discrepancies exist, Seller will repair same at Seller’s expense. We affirm the trial court’s ruling that the warranty did not merge with the execution and delivery of the deed on March 16, 1978. Merger “does not apply to those provisions of the antecedent contract which the parties do not intend to be incorporated in the deed, or which are not necessarily performed or satisfied by the execution and delivery of the stipulated conveyance.” Milu, Inc. v. Duke, 204 So. 2d 31, 33 (Fla.3d DCA 1967).

Our research reveals that the warranty in this case is the type of independent covenant generally excepted from the merger doctrine. Meyers v. Antone, 227 A. 2d 56, 57 (D.C.App.1967); Goodspeed v. Nichols, 231 Mich. 308, 204 N.W. 122, 123, 125 (1925); Annot., 38 A.L.R.2d 1310 (1954).

Further, we construe the plain language of the agreement to mean that the Rawls were not required to inspect the premises three days before closing and report discrepancies to preserve their rights under the warranty. We also affirm the trial court’s finding that the air-conditioning system was not in working order at the time of closing, recognizing that this presented a close factual issue. In this connection, the error in allowing appellees to introduce copies of newspaper articles containing the daily high and low temperatures is considered harmless.

However, we must reverse the trial court’s ruling that the appellees are entitled to damages measured by the cost of installation of two new air-conditioning systems, rather than the cost of repairing the existing system.

We hold that under the circumstances presented, the damages recoverable by appellees must be limited to the repairs necessary to place the existing system in working condition, not in such condition as would be necessary to guarantee its working life for any specific period of time, because no such guarantee was in the agreement between the parties. In the case of a breach of contract, the purpose of compensation is to restore the injured party to the condition which he would have been in had the contract been performed. Those damages which are the natural and proximate result of the breach are recoverable. See generally 17 Fla.Jur.2d Damages § 26. The Rawls can neither receive more than they bargained for nor be put in a better position than they would have been had the contract been performed. Meyers v. Antone, 227 A. 2d at 59.

The purchase and sale agreement provided for reasonable attorney’s fees to the prevailing party. Although we affirm the award of attorney’s fees to appellees at trial, and hereby award reasonable attorney’s fees to appellants for prevailing on appeal, the trial court shall not only determine the reasonableness of the fees to be awarded appellants, but shall redetermine the reasonableness of the award to appel-lees, and in each instance should consider all relevant factors appearing in the resolution of this case. See generally 12 Fla.Jur.2d Costs § 36; § 59.46, Florida Statutes (1979).

McCORD, LARRY G. SMITH and WENTWORTH, JJ., concur.


Cases With Similar Vibessemantic neighbors from the corpus


Citator

Cited By

  • Grossman Holdings Ltd. v. Hourihan, 414 So. 2d 1037 (Fla. 1982)
    …der the promised performance. Subsection 346(l)(a), therefore, is designed to restore the injured party to the condition he would have been in if the contract had been performed. This aim corresponds with general Florida law. See Campbell v. Rawls, 381 So. 2d 744 (Fla. 1st DCA 1980); Lake Region Paradise Island, Inc. v. Graviss, 335 So. 2d 341 (Fla.2d DCA 1976). We adopt subsection 346(l)(a) as the law in Florida regarding breaches of construction contracts.2 [*1040] Applying subsection 346(l)(a) to the inst…
  • Opler v. Wynne, 402 So. 2d 1309 (Fla. 3d DCA 1981)
    …collateral to, or independent of the provisions of the deed; they survive delivery and acceptance of the deed of conveyance and remain enforceable. Soper v. Stine, 184 So. 2d 892 (Fla. 2d DCA 1966) and cases cited therein. Accord, Campbell v. Rawls, 381 So. 2d 744 (Fla. 1st DCA 1980); 33 Fla.Jur. Vendor and Purchaser § 95. This is precisely such a case. The buyer’s acceptance of the seller’s deed as well as his acquiescence to the remainder of the seller’s performance did not constitute a merger because the s…
  • …la. 4th DCA 1972), cert. dismissed, decision adopted, 264 So. 2d 418 (Fla.1972); Schmeck v. Sea Oats Condominium Association, Inc., 441 So. 2d 1092 (Fla. 5th DCA 1983); Putnam v. Roudebush, 352 So. 2d 908 (Fla. 2d DCA 1977). . In Campbell v. Rawls, 381 So. 2d 744, 746 (Fla. 1st DCA 1980), the appellate court reversed the trial court as to the measure of damages for repairing an expressly warranted air conditioning system, stating: However, we must reverse the trial court’s ruling that the appellees are enti…
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