LAZER, N.V., APPELLANT,
v.
TIBOR HOLLO, INDIVIDUALLY, AND TIBOR HOLLO, SHEILA HOLLO AND S. JAMES COHEN, AS THE LAST BOARD OF DIRECTORS AND TRUSTEES OF ATLANTIC COAST INVESTING CO., APPELLEES
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The appellate court affirmed a summary judgment for the defendants in a contract dispute. The court held that the plaintiff was not entitled to an additional payment because the contingency triggering that payment, a sale of the property, did not occur before the promissory note was paid in full.
No, the contingency did not transpire. The court held that there was no sale, transfer, or conveyance of fee simple title to the shopping center prior to the satisfaction of the promissory note, and therefore, the plaintiff was not entitled to the additional $250,000.
[1] A contingency for an additional payment under a contract is not triggered if the specified event does not occur before the contract's conditions are satisfied.
[2] A purchase agreement, while conferring equitable ownership, is preliminary to the actual sale and does not constitute a sale, transfer, or conveyance of fee simple title.
Previewing 2 of 3 headnotes on this case. FLexlaw’s editorially structured points of law — every proposition, pinpointed — are reserved for members.
Join FLexlaw to unlock all legal intelligence“in light of the undisputed facts and the terms of the parties’ agreement the contingency to a payment of $250,000 to the plaintiff did not transpire.”
This quote summarizes the court's main conclusion regarding the unmet contingency.
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Join FLexlaw to unlock all legal intelligenceLazer, N.V. sold a shopping center to Tibor Hollo and others for $1,250,000. The agreement stipulated that if the company sold the property for over $…
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NESBITT, Judge.
The final summary judgment in favor of the defendants to this contract action is affirmed upon a holding that in light of the undisputed facts and the terms of the parties’ agreement the contingency to a payment of $250,000 to the plaintiff did not transpire.
The plaintiff, Lazer, N.V., sold the defendants a shopping center for $1,250,000. As is pertinent to this appeal, their purchase and sale agreement recited:
3. It is further understood and agreed that in the event the Company shall sell, transfer, or convey its fee simply [sic] title to the property commonly known as Royal Poinciana Plaza Shopping Center, Palm Beach, Florida, prior to payment in full of the attached promissory note ATLANTIC COAST INVESTING CO. by HOLLO to LAZER for a purchase pnce m excess of SIX MILLION FIVE HUNDRED THOUSAND ($6,500,000.00) DOLLARS that there shall become immediately due and payable by ATLANTIC COAST INVESTING CO. HOLLO to LAZER the additional sum of TWO HUNDRED FIFTY THOUSAND ($250,000.00) DOLLARS which shall be due and payable simultaneously upon consummation of the sale by the Company of the aforementioned property.
After entering into a contract to resell the shopping center for $7,400,000 but before the new purchasers closed at that price, the defendants paid the promissory note in full.
Although it is true that a purchase agreement confers equitable ownership upon the purchaser (the vendor retaining only naked legal title), Hull v. Maryland Casualty Co., 79 So. 2d 517 (Fla.1955); B.W.B. Corp. v. Muscare, 349 So. 2d 183 (Fla. 3d DCA 1977), it is equally true that a contract of purchase and sale is preliminary to the sale, is not the sale itself, Henry v. Ecker, 415 So. 2d 137, 140 (Fla. 5th DCA 1982) and results in only a duty to convey legal title. See Cain & Bultman, Inc. v. Miss Sam, Inc., 409 So. 2d 114 (Fla. 5th DCA 1982). There being no sale, transfer, or conveyance of fee simple title to the shopping center prior to satisfaction of the promissory note, the plaintiff was not entitled to payment of the additional $250,000.
Affirmed.
Cases With Similar Vibessemantic neighbors from the corpus
Citator
Cited By
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Harding Realty, Inc. v. Turnberry Towers Corp., 436 So. 2d 983 (Fla. 3d DCA 1983)…2d 513, 515 (Fla.1952); Hart v. Pierce, 98 Fla. 1087, 125 So. 243, 246 (1929); Malever v. Livingston, 95 Fla. 272, 116 So. 15, 17 (1928). The execution of a contract of purchase and sale does not, of itself, constitute a sale. Lazer, N.V. v. Hollo, 432 So. 2d 102 (Fla. 3d DCA 1983). However, when a broker is employed “to effect a sale,” he is entitled to payment of his commission either upon completing the sale or upon presenting the seller with a binding, enforceable, written contract of purchase and sale,…
Authorities Cited
- Perla M. Hull v. Md. Cas. Co., 79 So. 2d 517 (Fla. 1954)
- Cain & Bultman, Inc. v. Miss SAM, Inc., 409 So. 2d 114 (Fla. 5th DCA 1982)
- Henry v. Ecker, 415 So. 2d 137 (Fla. 5th DCA 1982)
- B. W. B. Corp. v. Muscare, 349 So. 2d 183 (Fla. 3d DCA 1977)