BRICKELL TOWNHOUSE, INC., A FLORIDA CORPORATION, APPELLANT,
v.
HOWARD HIRSCHFIELD, APPELLEE
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Brickell Townhouse appealed from a trial court decision granting specific performance of an alleged agreement to sell an apartment to tenant Hirschfield during a condominium conversion. The appellate court reversed, holding that no binding contract existed because the parties never agreed to essential terms, and even if they had, the alleged agreement violated the statute of frauds.
The court held that no binding contract for sale existed because Brickell's offer was met with a counteroffer containing significantly altered provisions that Brickell did not accept, and even if an agreement had existed, it would be unenforceable under the statute of frauds because it was not in writing.
[1] A party seeking specific performance must establish the existence of a binding contract with essential terms agreed upon by both sides.
[2] A counteroffer that significantly alters the provisions of an initial offer does not constitute acceptance and prevents the formation of a binding contract.
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Join FLexlaw to unlock all legal intelligence“any offer that Brickell made to convey was met, not by Hirschfield's acceptance, but by a counteroffer, with significantly altered provisions, with which, in turn, Brickell did not concur”
Establishes that no meeting of the minds occurred on essential contract terms
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Join FLexlaw to unlock all legal intelligenceHirschfield was a tenant at an apartment building owned by Brickell Townhouse when the landlord announced plans to convert to a condominium in 1979. B…
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SCHWARTZ, Judge.
Howard Hirschfield was a tenant at an apartment building owned by the Brickell Townhouse, Inc., when it announced its plans to “go condo,” a process it ultimately completed in the latter part of 1979. The landlord sued in the Dade County Court to evict Hirschfield for nonpayment of rent. Hirschfield counterclaimed for specific performance of an alleged agreement, made in the course of the condominium conversion, to convey his apartment to him, whereupon the cause was transferred to the circuit court for trial and disposition. The court granted the prayer for eviction but stayed the effect of that order indefinitely because of its conclusion that Hirschfield had established his right to specific performance. In case no. 80-1097, Brickell Townhouse appeals from the latter determination and, in case nos. 80-1457 and 80-1557, from subsequent ancillary orders requiring it to sell Hirschfield an underground parking space at the building.
We reverse.
The evidence presented below fails entirely to establish the existence of an agreement for the sale of the apartment, to the essential terms of which both sides agreed. To the contrary, any offer that Brickell made to convey was met, not by Hirschfield’s acceptance, but by a counteroffer, with significantly altered provisions, with which, in turn, Brickell did not concur. Under these circumstances, no binding contract of sale and purchase ever came into effect, and there was therefore no agreement which was legally enforceable in any fashion, much less by the extraordinary remedy of specific performance. Mehler v. Huston, 57 So. 2d 836 (Fla.1952); Bullock v. Harwick, 158 Fla. 834, 30 So. 2d 539 (1947); Strong & Trowbridge Co. v.
H. Baars & Co., 60 Fla. 253, 54 So. 92 (1910); Bucki v. Seitz, 39 Fla. 55, 21 So. 576 (1897); Fox v. The Sails at Laguna Club Development Corp., 403 So. 2d 456 (Fla.3d DCA 1981); Mintzberg v. Golestaneh, 390 So. 2d 759 (Fla.3d DCA 1980); Kopiin v. Bennett, 155 So. 2d 568 (Fla. 1st DCA 1963).
Moreover, the fact that Brickell did not execute any such agreement in writing precludes enforcement because of the statute of frauds.
Section 725.01, Florida Statutes (1979); Rundel v. Gordon, 92 Fla. 1110, 111 So. 386 (1927); Fox v. The Sails at Laguna Club Development Corp., supra.
Upon these conclusions, which make it unnecessary to consider the other contentions advanced by the appellant, the judgment and orders under review are reversed and the cause remanded with directions to dismiss the counterclaim with prejudice and to require execution of the judgment of eviction forthwith.
Reversed and remanded.
Cases With Similar Vibessemantic neighbors from the corpus
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Lorn Leitman and John Gentile v. Boone, 439 So. 2d 318 (Fla. 3d DCA 1983)…rovision was a separable mini-contract enforceable in and of itself, the trial court’s finding that no contract was ever formed means that no legal obligations whatsoever were created between the parties, see Brickell Townhouse, Inc. v. Hirschfield, 404 So. 2d 153 (Fla. 3d DCA 1981), rev. denied, 412 So. 2d 466 (Fla.1982); accord, Seafarers’ Welfare Plan v. George E. Light Boat Storage, Inc., 402 S.W. 2d 231 (Tex.Civ.App. 1966); Ellis v. Williams, 312 S.W. 2d 97 (Mo. 1958); 1 S. Williston, W. Jaeger, Willisto…1 / 2
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Belitz v. Riebe, 495 So. 2d 775 (Fla. 5th DCA 1986)…the deed restrictions and that the lack of these essential terms renders the contract indefinite, uncertain and incapable of specific performance. See Farrell v. Phillips, 414 So. 2d 1119 (Fla. 4th DCA 1982); Brickell Townhouse, Inc. v. Hirschfield, 404 So. 2d 153 (Fla. 3d DCA 1981), rev. denied, 412 So. 2d 466 (Fla.1982). Belitz concludes that a court has no power to supply an agreement which was never made nor to supply material terms or provisions omitted by the parties. The Riebes argue that equity has p…
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Philbrick v. Wedel, 411 So. 2d 973 (Fla. 3d DCA 1982)…istine Philbrick. See e.g., Mehler v. Huston, 57 So. 2d 836 (Fla.1952); Bullock v. Harwick, 158 Fla. 834, 30 So. 2d 539 (1947); Strong & Trowbridge Co. v. H. Baars & Co., 60 Fla. 253, 54 So. 92, 93-94 (1910); Brickell Townhouse, Inc. v. Hirschfield, 404 So. 2d 153 (Fla. 3d DCA 1981); Mintzberg v. Golestaneh, 390 So. 2d 759 (Fla. 3d DCA 1980). The cause is, accordingly, remanded to the trial court with directions to enter a judgment in this action for the defendant sellers, W. L. Philbrick and Christine Philbr…
Previewing 3 of 4 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)
- Strong & Trowbridge Co. v. H. Baars & Co., 60 Fla. 253 (Fla. 1910)
- Bullock v. Harwick, 158 Fla. 834 (Fla. 1947)
- Burneo v. United Auto. Ins. Co., 273 So. 3d 154 (Fla. 3d DCA 2019)
- Emilio FOX and Frances Fox v. The Sails AT Laguna Club Dev. Corp., 403 So. 2d 456 (Fla. 3d DCA 1981)
- Mehler v. Huston, 57 So. 2d 836 (Fla. 1952)
- Koplin v. Bennett, 155 So. 2d 568 (Fla. 1st DCA 1963)
- Kartee v. Manchero, 390 So. 2d 759 (Fla. 3d DCA 1980)
- Bucki v. Seitz, 39 Fla. 55 (Fla. 1897)