EMILIO FOX AND FRANCES FOX, HIS WIFE, APPELLANTS,
v.
THE SAILS AT LAGUNA CLUB DEVELOPMENT CORPORATION, A FLORIDA CORPORATION, APPELLEE
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The court held that the unit reservation and deposit receipt agreements were not sufficiently definite to warrant specific performance due to missing essential terms like payment terms. However, the agreements were not fatally defective for a claim of damages.
[1] A contract for the sale of real property must be in writing and signed by the party against whom enforcement is sought, and the writing must contain all essential terms o…
[2] A contract for the sale of real property is not sufficiently definite to warrant specific performance if essential terms such as the terms of payment or time for payment…
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Join FLexlaw to unlock all legal intelligenceAppellants entered into unit reservation agreements for condominium units. Appellee attempted to cancel and return deposits, but appellants sued for s…
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HENDRY, Judge.
Appeal is taken from a final judgment of the circuit court of Dade County entered in favor of appellee corporation.
In August of 1979, appellants Fox executed unit reservation and deposit receipt agreements 1 for the purchase of three eon- dominium units at the Sails. Four months later, appellee attempted to return appellants’ deposits and cancel the agreement, but appellants refused to accept the money. Appellants then filed this suit seeking specific performance of the agreements and money damages. Appellee answered the complaint alleging, inter alia, that the agreements in question did not satisfy the statute of frauds, and were too vague and indefinite to support an action for specific performance. Both sides moved for summary judgment, and the trial court granted appellee’s motion on the basis of Socarras v. Claughton Hotels, Inc., 374 So. 2d 1057 (Fla. 3d DCA 1979), cert. denied, 385 So. 2d 760 (Fla.1980).
In Socarras, this court denied specific performance of a land sales contract where the vendor’s signed note did not incorporate all the essential terms necessary to make an enforceable contract for the sale of land.
Appellants raise two issues on appeal. First, they argue that the unit reservation and deposit receipt agreements signed by the parties were sufficiently definite to compel specific performance. Second, appellants contend that even if the signed agreements are not explicit enough to entitle them to specific performance, the trial court erred in denying appellants the opportunity to litigate their damage claims before a jury.
In order to obtain specific performance of a contract for the sale of real property, the statute of frauds, Section 725.01, Florida Statutes (1979), requires that the contract satisfy two conditions. One, the contract must be a writing signed by the party against whom enforcement is sought. Two, the writing must contain all of the essential terms of the sale and these terms may not be explained by resort to parol evidence. Rundel v. Gordon, 92 Fla. 1110, 111 So. 386 (1927); Socarras v. Claughton Hotels, Inc., supra; Cohodas v. Russell, 289 So. 2d 55 (Fla. 2d DCA 1974).
Although the agreements in the instant case were in writing and signed by both parties, the summary judgment entered below denying specific performance must be affirmed since many of the essential terms of the contract are omitted. While the agreements include the names of the parties to the transaction, the location of the subject property, and the purchase price, conspicuously absent is any mention of the terms of payment or time for payment. Appellants’ attempt to cure this omission by showing that the parties understood that the seller would receive full payment at the time of closing and that the financing would be handled exclusively by a third party is unavailing. The writing itself must contain all of the necessary terms of sale, and missing elements may not be filled in by resort to parol evidence. Rundel v. Gordon, supra; Socarras v. Claughton Hotels, Inc., supra.
Accordingly, we find that the unit reservation and deposit receipt agreements were not sufficiently explicit to warrant specific performance.
Therefore, the trial court was correct in entering the summary judgment.
Although this is not a proper case for the grant of specific performance, appellants are not precluded from seeking damages for breach of the agreements. A lesser degree of certainty is required to afford relief for damages than is necessary to decree specific performance. Benson v. Chalfonte Development Corp., 348 So. 2d 557 (Fla. 4th DCA 1976), cert. denied, 354 So. 2d 979 (Fla.1977); Langlois v. Oriole Land & Development Corp., 283 So. 2d 143 (Fla. 4th DCA 1973); Lasseter v. Dauer, 211 So. 2d 584 (Fla. 3d DCA 1968).
In Benson, the parties entered into a deposit receipt agreement remarkably similar in substance to the one relied upon in this case. As here, the agreements in Benson were for particular apartments in the condominium development and the exact amount of the purchase price was spelled out in each agreement. When the seller attempted to increase the contract price, the buyer filed suit seeking damages for breach. In ruling that the trial court erred in holding as a matter of law that the deposit receipt was not a valid contract for which damages could be recovered, the Benson court stated:
In the event of a new trial in this case, we do not know if appellants would be able to establish by competent proof the existence of a valid contract, as well as a breach thereof by appellee with resulting damages to appellants. However, the agreements which are the subject of this appeal are not, as a matter of law, in this action for damages, fatally defective because of a lack of certainty.
348 So. 2d at 560 (citations omitted). See also, Lasseter v. Dauer, supra. We agree with the reasoning of the Fourth District and apply it to the facts of this case. Since the summary judgment prevented appellants from litigating their damage claims, the cause is remanded in order that appellants may present evidence on the existence of a valid contract, breach of the contract, and damages.
The summary judgment entered in favor of appellee denying specific performance of the agreement is affirmed. The cause is remanded for trial on appellants’ damage claims for breach of the agreement.
Affirmed in part, reversed in part and remanded with directions.
. The agreement read as follows: An agreement for each of the three units was executed, containing the appropriate unit number, price, purchaser, seller, and the date signed.
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Citator
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Nu-Vision, LLC v. Corporate Convenience, Inc., 965 So. 2d 232 (Fla. 5th DCA 2007)…*235] names of the parties, and a sliding scale for the purchase price. A document containing only these terms is insufficient to support a claim for specific performance of a commercial real estate sale. Id.; Fox v. Sails at Laguna Club Dev. Corp., 403 So. 2d 456, 458 (Fla. 3d DCA 1981); Cohodas v. Russell, 289 So. 2d 55, 57 (Fla. 2d DCA 1974). Additionally, “where it appears that the parties are continuing to negotiate as to essential terms of an agreement, there can be no meeting of the minds.” De Vaux, 95…
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Venema v. Tost, 424 So. 2d 786 (Fla. 3d DCA 1982)…does not sufficiently describe the real property in question and, thus, is not capable of specific performance. Florida Bank & Trust Co. at West Palm Beach v. Field, 157 Fla. 261, 25 So. 2d 663 (1946); Fox v. Sails At Laguna Club Development Corp., 403 So. 2d 456 (Fla. 3d DCA 1981); Hart v. Freeman & Sons, Inc., 226 So. 2d 708 (Fla. 3d DCA 1969); see also Farrell v. Phillips, 414 So. 2d 1119 (Fla. 4th DCA 1982); The Bay Club, Inc. v. Brickell Bay Club, Inc., 293 So. 2d 137 (Fla. 3d DCA 1974). The use of p…
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DiMASE v. Aquamar 176, Inc., 835 So. 2d 1150 (Fla. 3d DCA 2002)…obbie v. City of Miami 469 So. 2d 1384, 1385 (Fla.1985). The buyers have not even attempted to explain how marble flooring was an “essential term,” without which the contract could never be formed. See, e.g., Fox v. Sails at Laguna Club Dev. Corp., 403 So. 2d 456 (Fla. 3d DCA 1981). The definition of “essential term” will “vary widely according to the nature and complexity of each transaction and will be evaluated on a case-by-case basis.” Socarras v. Claughton Hotels, Inc., 374 So. 2d 1057, 1060 (Fla. 3d DC…
Previewing 3 of 19 citing cases — full citator treatment, depth of discussion, and citing context are member features.
Join FLexlaw to unlock all legal intelligenceAuthorities Cited
- Morgan Rundel v. Gordon, 92 Fla. 1110 (Fla. 1927)
- Socarras v. Claughton Hotels, Inc., 374 So. 2d 1057 (Fla. 3d DCA 1979)
- Platt A. Lasseter and Lora L. Lasseter v. Maxwell Dauer, 211 So. 2d 584 (Fla. 3d DCA 1968)
- Cohodas v. Russell, 289 So. 2d 55 (Fla. 2d DCA 1974)
- Langlois v. Oriole Land & Dev. Corp., 283 So. 2d 143 (Fla. 4th DCA 1973)
- Benson v. Chalfonte Dev. Corp., 348 So. 2d 557 (Fla. 4th DCA 1976)