HARBOUR SQUARE DEVELOPMENT CORPORATION, APPELLANT,
v.
WILLIAM K. MILLER AND MAXINE MILLER, APPELLEES

Fla. 2d DCA | 1988-01-06
No. 87-576
SCHOONOVER and FRANK, JJ., concur.
517 So. 2d 773 Florida District Court of Appeal, Second District (1988) Positive Treatment
Cited by 10 cases

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Synopsis

Harbour Square Development Corporation contracted to sell commercial condominium units to the Millers under an agreement that reserved the seller's right to revise condominium documents and gave the buyers a unilateral right to cancel if they did not approve proposed revisions within 15 days. When the seller submitted revised proposed documents, the buyers timely rejected them and canceled, demanding return of their earnest money deposits. The court affirmed the trial court's judgment requiring return of the deposits, holding that the contract language was clear and unambiguous in granting cancellation rights upon receipt of revised proposed documents.

Holding

The court held that the contract language clearly and unambiguously grants the buyers an immediate right to cancel upon receipt of revised proposed documents, regardless of whether the changes were actually implemented. The court further held that no implied requirement of 'good faith' or 'just cause' should be read into the agreement, as the parties did not impose such a condition themselves. Summary judgment was therefore appropriate because the contract language is clear and the determination of the parties' rights depends on the legal effect of unambiguous contract terms.

Headnotes

[1] A purchase agreement provision granting a buyer the right to cancel upon receipt of "revised proposed Documents" is clear and unambiguous, triggering the cancellation rig…

[2] The determination of the rights of parties in a contract dispute, when dependent on the legal effect of clear and unambiguous contract terms, is a question of law properl…

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Key Quotes

“Buyer shall have the immediate right of cancellation and the right to a return of any deposit money paid to Seller or Escrow Agent hereunder. Such shall be the sole and exclusive right of Buyer relative thereto.”

Establishes the clear contractual language granting the buyer an unambiguous right to cancel and recover deposits upon rejection of proposed documents.

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Facts & Procedural History

Harbour Square Development Corporation and the Millers entered into a purchase agreement for two commercial condominium units. The agreement contained…

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Topics
Plain Meaning Rule Summary Judgment Standard Contract Interpretation Summary Judgment

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Opinion of the Court
CAMPBELL, Acting Chief Judge.

CAMPBELL, Acting Chief Judge.

Appellees were purchasers under a purchase agreement whereby they contracted to purchase two commercial condominium units from appellant. The purchase agreement prepared by appellant contained the following provision:

Seller does hereby reserve the right to change or amend the Condominium Documents. In the event Seller elects to exercise such right, Seller shall furnish to Buyer a copy of the revised proposed Documents. Buyer shall have fifteen (15) days after receipt within which to approve the same. In the event that Buyer does not approve the said modified Condominium Documents, Buyer shall have the immediate right of cancellation and the right to a return of any deposit money paid to Seller or Escrow Agent hereunder. Such shall be the sole and exclusive right of Buyer relative thereto.

Prior to closing, appellant submitted revised proposed condominium documents to appellees for approval. Appellees did not approve and timely elected to cancel their purchase agreement. Appellant then offered to rescind the proposed change in the condominium documents. Appellees, however, continued to maintain their right to cancel their obligations under the purchase agreement and brought their action in the trial court for the return of their earnest money deposits. The trial court agreed with appellees that appellant’s submission of the revised proposed documents triggered appellees’ unilateral right to cancel the purchase agreement and entered final summary judgment requiring appellant to return to appellees their deposits. We agree and affirm.

Appellant argues first that the pertinent purchase agreement provision contemplates an actual change in the condominium documents rather than a mere proposed change in order to trigger the appel-lee/buyer’s right to cancel. Appellant further argues that the question of whether there was an actual change in the documents is a question of fact that precludes entry of summary judgment. We agree with the trial judge that the pertinent provision of the contract is clear and unambiguous and gives the buyer an immediate right to cancel upon receipt of “revised proposed Documents.” (Emphasis supplied.) Where the determination of the rights of the parties in a contract dispute depends upon the legal effect of clear and unambiguous terms of the contract, the question at issue is one of law and properly the subject of a summary judgment. Kochan v. American Fire & Casualty Co., 200 So. 2d 213 (Fla. 2d DCA 1967), cert. denied, 204 So. 2d 329 (Fla.1967). Since the contract clearly provides for cancellation by the buyers upon receipt of a proposed change of condominium documents, the question of fact as to whether there was an actual or completed change in the documents is, as the trial judge determined, not pertinent.

Appellant also argues that we should engraft onto the agreement of the parties a requirement that any cancellation by the buyers under the terms of the contract be allowed only upon a showing of “good faith” or “just cause.” The parties did not require such a showing nor should we impose a condition that the parties themselves did not see fit to impose.

Affirmed.

SCHOONOVER and FRANK, JJ., concur.

Cases With Similar Vibessemantic neighbors from the corpus

Citator

Cited By

  • W.R. Grace & Co. v. Geodata Servs., Inc., 547 So. 2d 919 (Fla. 1989)
    …s of parties to a contract specific in its written terms has been held to be insufficient to support a cause of action. Smith v. Piezo Technology and Professional Administrators, 427 So. 2d 182 (Fla.1983); Harbour Square Development Corp. v. Miller, 517 So. 2d 773 (Fla. 2d DCA 1988); Ochab v. Morrison, Inc., d/b/a Ruby Tuesday and Keith Grubb, 517 So. 2d 763 (Fla. 2d DCA 1987); Ponton v. Scarfone, 468 So. 2d 1009 (Fla. 2d DCA 1985); Muller v. Stromberg-Carlson Corp., 427 So. 2d 266 (Fla. 2d DCA 1983); Catania…
  • BB Landmark, Inc. v. Bertram M. Haber, 619 So. 2d 448 (Fla. 3d DCA 1993)
    …veloper triggered the buyers’ statutory 15 day right to cancel. Once activated, the window period for cancellation did not close simply because the developer agreed to return to the original con [*450] tract. Cf. Harbour Square Dev. Corp. v. Miller, 517 So. 2d 773 (Fla. 2d DCA 1988) (buyer, with contractual right to cancel sales contract for commercial condominium units if buyer did not approve vendor’s proposed modification, could cancel even though vendor offered to rescind change). The developer’s actions…
  • Geodata Servs., Inc. v. W. R. Grace & Co., 526 So. 2d 922 (Fla. 2d DCA 1988)
    …s of parties to a contract specific in its written terms has been held to be insufficient to support a cause of action. Smith v. Piezo Technology and Professional Administrators, 427 So. 2d 182 (Fla.1983); Harbour Square Development Corp. v. Miller, 517 So. 2d 773 (Fla. 2d DCA 1988); Ochab v. Morrison, Inc., d/b/a Ruby Tuesday and Keith Grubb, 517 So. 2d 763 (Fla. 2d DCA 1987); Ponton v. Scarfone, 468 So. 2d 1009 (Fla. 2d DCA 1985); Muller v. Stromberg-Carlson Corp., 427 So. 2d 266 (Fla. 2d DCA 1983); Catania…

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