DORINDA POL, APPELLANT,
v.
GUILLERMO POL, APPELLEE
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Dorinda Pol appeals a trial court's decision denying her share of condemnation proceeds from a Miami Beach hotel. The court held that a forced condemnation sale constitutes a "transfer" or "sale" under the parties' agreement, entitling Dorinda to 50% of the proceeds despite the involuntary nature of the transaction.
A forced condemnation sale is a "sale" or "transfer" within the plain meaning of the contract, as these terms encompass involuntary transfers by operation of law and do not require a willing seller. Dorinda was contractually entitled to 50% of the condemnation proceeds because the sale occurred within five years and exceeded $650,000.
[1] A court cannot rewrite the clear and unambiguous terms of a voluntary contract; the plain meaning of the language used by the parties controls.
[2] The plain meaning of the term "transfer" encompasses all means of disposing of property, including involuntary transfers by operation of law.
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“the plain meaning of the term "transfer" does not mandate a voluntary transaction. Transfers encompass all means of disposing of property, including involuntary transfers by operation of law.”
Establishes that the contract's use of "transfer" includes forced sales and condemnation proceedings, not just voluntary transactions.
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Join FLexlaw to unlock all legal intelligenceDorinda and Guillermo purchased the Anchor Hotel during their marriage. Upon divorce, the property became a tenancy in common. When Dorinda sought par…
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PER CURIAM.
Appellant, Dorinda Pol (“Dorinda”), appeals the disbursement of proceeds from a condemnation award to her former husband, appellee, Guillermo Pol (“Guillermo”). We reverse, finding that the forced sale was a transfer of property for which Dorinda was contractually entitled to receive a share of the proceeds.
Dorinda and Guillermo purchased the Anchor Hotel on Miami Beach during their marriage. Upon the dissolution of the marriage, this property reverted to a tenancy in common. Dorinda then moved to partition the property and equitably divide the assets. Immediately thereafter, Guillermo offered to buy Dorinda’s interest in the property. In exchange, Guillermo promised Dorinda that she would receive 50% of the profits if he sold or transferred ownership in the hotel, as long as the sale took place within five years and involved more than $650,000. This agreement was memorialized in a letter of intent that Guillermo signed.
In June of 1996, the Miami Beach Redevelopment Authority (“MBRA”) commenced a condemnation proceeding against the property and named Dorinda and Guillermo as defendants. Dorinda cross claimed against Guillermo seeking a declaratory judgment that the condemnation was a sale or transfer under the agreement for which she was contractually entitled to a share of the proceeds. Alternatively, Dorinda sought a rescission of the agreement and an equitable lien on the apportionment.
Guillermo independently settled with MBRA for $1.6 million and moved for summary judgment on Dorinda’s claims. The trial court granted partial summary judgment, finding that the condemnation was not a “sale, transfer or conveyance” under the agreement, because Guillermo was not a “willing seller.” The trial court then released the funds from the condemnation award to Guillermo. Dorinda’s claim for equitable relief and rescission remain pending below. Dorinda now appeals.
It is well established that a court cannot rewrite the clear and unambiguous terms of a voluntary contract. See Nat’l Health Lab., Inc. v. Bailmar, Inc., 444 So. 2d 1078 (Fla. 3d DCA), review denied, 453 So. 2d 43 (Fla.1984); Int'l Expositions, Inc. v. City of Miami Beach, 274 So. 2d 29 (Fla. 3d DCA 1973); All-Dixie Ins. Agency, Inc. v. Moffatt, 212 So. 2d 347 (Fla. 3d DCA 1968). Instead, the plain meaning of the actual language used by the parties controls. See Maher v. Schumacher, 605 So. 2d 481 (Fla. 3d DCA 1992); Acceleration Nat'l Serv. Corp. v. Brickell Fin. Servs. Motor Club, 541 So. 2d 738 (Fla. 3d DCA), review denied, 548 So. 2d 662 (Fla.1989).
Here, Guillermo agreed that Dorinda would receive 50% of the profits realized from any “transfer” or “sale” of the property. The plain meaning of the term “transfer” does not mandate a voluntary transaction. Transfers encompass all means of disposing of property, including involuntary transfers by operation of law. See Black’s Law Dictionary 1497 (6th ed.1990).
Similarly, the plain meaning of the term “sale” does not require a voluntary transaction. A “sale” is interpreted to include any conveyance of property for consideration, including forced sales in condemnation proceedings. See Allstate Mortg. Corp. of Florida v. Strasser, 286 So. 2d 201 (Fla.1973), superseded by statute on other grounds as stated in Emanuel v. Bankers Trust Co., N.A., 655 So. 2d 247 (Fla. 3d DCA), review denied, 663 So. 2d 629 (Fla.1995); Langston v. City of Miami Beach, 242 So. 2d 481 (Fla. 3d DCA 1971). Therefore, the plain, unambiguous terms of the agreement clearly encompass involuntary transactions such as condemnation proceedings.
Since there was no specific requirement that the transaction be voluntary, the trial court erred by misinterpreting the plain meaning of the agreement’s terms as requiring a willing seller. See Nat'l Health Lab Inc., 444 So. 2d at 1080. Dorinda was contractually entitled to 50% of the profits because the condemnation sale took place within five years of the agreement and involved more than $650,000. Accordingly, we reverse the order and remand for further proceedings consistent with the terms of the agreement.
Reversed and remanded.
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Beans v. Chohonis, 740 So. 2d 65 (Fla. 3d DCA 1999)…ourt departed from the principle of contract interpretation which requires that the words used by the parties must be given their plain and ordinary meaning.3 See e.g. Rupp Hotel Operating Co. v. Down, 158 Fla. 541, 29 So. 2d 441 (1947); Pol v. Pol, 705 So. 2d 51 (Fla. 3d DCA 1997), cert. denied, 717 So. 2d 536 (Fla.1998); Specialty Restaurants Corp. v. City of Miami 501 So. 2d 101 (Fla. 3d DCA 1987). One looks to the dictionary for the plain and ordinary meaning of words. City of Miami Beach v. Royal Castle…
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Idearc Media Corp. v. M.R. Friedman & G.A. Friedman, P.A., 985 So. 2d 1159 (Fla. 3d DCA 2008)…onstrued following principles of contract interpretation. Seifert v. U.S. Home Corp., 750 So. 2d 633, 636 (Fla.1999). Where contractual provisions are clear and unambiguous, those terms must be given their plain and ordinary meaning. See Pol v. Pol, 705 So. 2d 51, 53 (Fla. 3d DCA 1997). While we recognize that all doubts should be resolved in favor of arbitration, this principle only applies where the contractual provision is ambiguous or uncertain. See Waterhouse Constr. Group, Inc. v. 5891 S.W. 64th Street…
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Barco Holdings, LLC v. Terminal Inv. Corp., 967 So. 2d 281 (Fla. 3d DCA 2007)…t refusal does not extinguish the option to purchase. Where contractual provisions are clear and unambiguous, the court is bound by the plain meaning of those terms and has no discretion to re-write the agreement between the parties. See Pol v. Pol, 705 So. 2d 51, 53 (Fla. 3d DCA 1997). The determination of whether a contract is unambiguous is a legal determination. Univ. of Miami v. Frank, 920 So. 2d 81, 86 (Fla. 3d DCA 2006). We agree with the trial court’s determination that the lease at issue is unambigu…
Previewing 3 of 15 citing cases — full citator treatment, depth of discussion, and citing context are member features.
Join FLexlaw to unlock all legal intelligenceAuthorities Cited
- Acceleration Nat'l Serv. Corp. v. Brickell Fin. Servs. Motor Club, Inc., 541 So. 2d 738 (Fla. 3d DCA 1989)
- Allstate Mortg. Corp. OF Fla. v. Strasser, 286 So. 2d 201 (Fla. 1973)
- Int'l Expositions, Inc. v. City OF Miami Beach, 274 So. 2d 29 (Fla. 3d DCA 1973)
- Nat'l Health Labs., Inc. v. Bailmar, Inc., 444 So. 2d 1078 (Fla. 3d DCA 1984)
- Eyal Emanuel v. Bankers Tr. Co., N.A., 655 So. 2d 247 (Fla. 3d DCA 1995)
- Reese v. The State of Fla. ex rel. Malcolm E. Gracy, 212 So. 2d 347 (Fla. 3d DCA 1968)
- All-Dixie Ins. Agency, Inc. v. Moffatt, 212 So. 2d 347 (Fla. 3d DCA 1968)
- Langston v. City OF Miami Beach, 242 So. 2d 481 (Fla. 3d DCA 1971)
- Maher v. Schumacher, 605 So. 2d 481 (Fla. 3d DCA 1992)