SOUTHPOINTE DEVELOPMENT, INC. AND SOUTHPOINTE DEVELOPMENT, INC., AS GENERAL PARTNER OF SUNRISE GOLF LIMITED PARTNERSHIP, APPELLANTS,
v.
JAMES C. CRUIKSHANK, E.E. SIMMONS, AND LOGAN SMITH, AS COPARTNERS D/B/A SUNRISE ASSOCIATES, APPELLEES
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Southpointe Development appeals a summary judgment dismissing its breach of contract claim against the sellers of a golf course property. The court reverses, holding that the doctrine of merger does not bar contract claims based on mistake, and material factual issues exist regarding whether the parties intended to include maintenance sheds in the conveyance.
The doctrine of merger does not apply when there is mutual mistake regarding the terms of the conveyance. Material issues of fact exist concerning the parties' intent to convey the maintenance sheds and whether the omission was a mutual mistake, precluding summary judgment.
[1] The doctrine of merger by deed does not apply in cases of mistake.
[2] A party seeking summary judgment bears the burden of demonstrating the absence of material issues of fact for their affirmative defense to prevail.
Previewing 2 of 5 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“As a general rule, all preliminary agreements and understandings leading up to the sale of real estate merge in the deed [...] However, the principle of merger does not apply in cases of mistake.”
Establishes the central legal principle that the merger doctrine has an exception for mistake cases.
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Join FLexlaw to unlock all legal intelligenceSouthpointe's predecessor contracted to purchase the Sunrise Golf Course Club House and related structures from appellees. After closing, Southpointe …
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PER CURIAM.
This is an appeal from a summary judgment in a real estate dispute.
The predecessor in title to Southpointe Development, Inc., contracted with appel-lees for the purchase of the “Sunrise Golf Course Club House, cart sheds, and maintenance sheds.” After the transaction was closed, appellants filed suit against appel-lees for reformation and declaratory judgment contending that the description in appellees’ deed mistakenly failed to include the maintenance sheds. The trial court granted reformation of the deed to include the maintenance shed property.
In Cruikshank v. Southpointe Development, Inc., 454 So. 2d 629 (Fla. 2d DCA 1984), this court reversed that judgment because the record showed that the maintenance shed property, rather than being owned by appellees, was actually owned by Sarasota Utilities, Inc., a company allegedly controlled by one or more of the appel-lees. We held that a deed could not be reformed so as to include land not owned by the grantor. Thereafter, appellants filed a new suit against appellees seeking damages for breach of contract resulting from the failure to convey the maintenance sheds. The trial court granted appellees’ motion for summary judgment on the theory that the provisions of the contract merged into the deed of conveyance. Southpointe now appeals that judgment contending that there are unresolved material issues of fact relating to the parties’ intention to convey the property in question and to whether the omission was a mutual mistake.
As a general rule, all preliminary agreements and understandings leading up to the sale of real estate merge in the deed. Opler v. Wynne, 402 So. 2d 1309 (Fla. 3d DCA 1981). However, the principle of merger does not apply in cases of mistake. McGraw v. Richardson, 459 P. 2d 620 (Okla.1969); Falls v. Lahmer, 157 Colo. 521, 404 P. 2d 542 (1965); Berardi v. Ohio Turnpike Commission, 1 Ohio App.2d 365, 205 N.E. 2d 23 (1965); Swinney v. Davidson, 292 Ky. 110, 166 S.W. 2d 41 (1942); 77 Am.Jur.2d Vendor and Purchaser §§ 290, 296. Thus, 3 Corbin on Contracts § 604 states:
This doctrine of merger by deed does not purport to apply primarily to cases of mistake, whether as to title or as to other facts.
If the case is one in which there was a real mistake, as to title, or as to some fact on which title depends, and is a case in which the grantee did not intend to assume the risks of failure of title, there is now no good reason for refusing the appropriate form of relief that would be given in other mistake cases.
In seeking to support the application of merger, appellees point out that in the complaint filed in the present action appellants made no allegations of mistake. However, we believe that the issue of mistake was implicit in appellants’ suit. In the former action appellants alleged that the parties to the contract intended for the conveyance to include the maintenance sheds and that the legal description of the shed property was erroneously omitted from the deed. It must be remembered that appellants’ judgment for reformation in that ease was not reversed because the evidence did not support the finding that the maintenance shed property had been omitted from the deed but only because the owner of that property had not signed the sales contract. Since appellants could not obtain reformation, their only remedy was to seek damages.
Appellees raised merger as an affirmative defense. This doctrine is inapplicable in cases of mistake. As the movants for summary judgment, appellees did not carry their burden of demonstrating that there was no material issue of fact concerning mistake in order for their defense of merger to prevail. See Seinfeld v. Commercial Bank & Trust Co., 405 So. 2d 1039 (Fla. 3d DCA 1981).
The summary judgment is reversed, and the case is remanded for trial.
GRIMES, A.C.J., and CAMPBELL and HALL, JJ., concur.
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Providence Square Ass'n, Inc. v. Biancardi, 507 So. 2d 1366 (Fla. 1987)…ions, and agreements regarding a conveyance are held to merge in the deed leaving it as the sole expositor of the parties’ intent, is inapplicable in an action seeking the equitable remedy of reformation. Southpointe Development, Inc. v. Cruikshank, 484 So. 2d 1361 (Fla. 2d DCA), review denied, 492 So. 2d 1330 (Fla.1986). Therefore, we conclude that the trial court acted properly by allowing parol evidence concerning the declaration’s failure to express the true intentions of the parties. Biancardi next argue…
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Goodall v. Whispering Woods Ctr., L.L.C., 990 So. 2d 695 (Fla. 4th DCA 2008)…e held to merge in the deed, leaving it as the sole expositor of the parties’ intent. This doctrine is inapplicable in an action seeking the equitable remedy of reformation. Providence Square, 507 So. 2d at 1371; Southpointe Dev. Inc. v. Cruikshank, 484 So. 2d 1361 (Fla. 2d DCA), review denied, 492 So. 2d 1330 (Fla.1986); Noack, 859 So. 2d at 610-611 (Fla. 1st DCA 2003) (the merger clause does not preclude relief by the equitable remedy of reformation). Thus, as applied to the facts of this case, the merger an…
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Whitehurst v. Camp, 699 So. 2d 679 (Fla. 1997)…plication of the doctrine of merger to real estate transactions. In that context, merger means that “all preliminary agreements and understandings leading up to the sale of real estate merge in the deed.” Southpointe Development, Inc. v. Cruikshank, 484 So. 2d 1361, 1362 (Fla. 2d DCA 1986). Put another way, property transactions are inherently a “two-act” play in which the two acts are separated by a lengthy “intermission;” that the parties may during the intermission actually or impliedly change their initia…
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
- Opler v. Wynne, 402 So. 2d 1309 (Fla. 3d DCA 1981)
- Rodger Sheets v. Sheets, 405 So. 2d 1039 (Fla. 3d DCA 1981)
- Seinfeld v. Commercial Bank & Tr. Co., 405 So. 2d 1039 (Fla. 3d DCA 1981)
- Cruikshank v. Southpointe Dev., Inc., 454 So. 2d 629 (Fla. 2d DCA 1984)