INDEPENDENT MORTGAGE AND FINANCE, INC., A FLORIDA CORPORATION, APPELLANT,
v.
LARRY M. DEATER, RORY B. ROBB, BARRY E. BURNS, ELLEN D. BURNS, AND PROPERTY PRIVATEERS, L.C., A FLORIDA LIMITED CORPORATION, APPELLEES
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Independent Mortgage and Finance, Inc. sought to recover a brokerage fee under a mortgage brokerage agreement after obtaining a written loan commitment but before closing occurred. The trial court granted summary judgment for the defendants on the theory of contractual ambiguity, but the appellate court reversed, finding the obligation to pay unambiguous even if the timing was unclear.
The obligation to pay the brokerage fee is unambiguous; the agreement clearly conditions the fee obligation on IMF obtaining a written commitment, which it did. Although the agreement may be ambiguous as to the timing of payment, that ambiguity does not eliminate the payment obligation, and where no specific time is stated, payment must be made within a reasonable time, which has elapsed nearly two years after the commitment was obtained.
[1] A contract is not rendered unenforceable by ambiguity regarding the timing of payment; payment is instead due within a reasonable time.
[2] A contract provision stating a fee can be paid at closing does not negate an obligation to pay the fee if the closing does not occur.
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Join FLexlaw to unlock all legal intelligence“The essence of the parties' agreement in this case is perfectly clear on its face: if the plaintiff obtains a written commitment containing specific terms, then the defendants are obligated to pay a brokerage fee which can be paid at the closing.”
Establishes that the core obligation to pay is unambiguous despite unclear payment timing
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Join FLexlaw to unlock all legal intelligenceIMF entered into a mortgage brokerage agreement with the defendants for a loan of $1,453,250, with a brokerage fee of 1.25% ($18,165) payable at closi…
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RAMIREZ, J.
We have for review an order granting the defendants’ cross-motion for summary judgment in a case which arose from a dispute over a mortgage brokerage agreement. Because we can see no material ambiguity in the parties’ agreement, we reverse.
The plaintiff, Independent Mortgage and Finance, Inc., (“IMF”), entered into a mortgage brokerage agreement with the defendants. The contract contained the following language concerning IMF’s commission:
IMF’s brokerage fee will be 1.25% of the total loan amount of $1,453,250. This amounts to $18,165 and can be paid at closing.
If IMF is unable to procure a written commitment on these terms by tomorrow, then you have no obligation to pay any fee whatsoever to IMF. Similarly, if IMF obtains a commitment meeting these conditions, then you will be obliged to pay IMF’s fees.
The highlighted language is the source of the dispute. The record shows that the plaintiff obtained the written commitment and that the defendants accepted it. However, the closing never occurred and the defendants never paid the plaintiffs brokerage fee. After filing a complaint seeking damages, the plaintiff filed a motion for summary judgment. The defendants filed a cross-motion for summary judgment, arguing that the highlighted language created a patent ambiguity in the brokerage agreement which must be construed against the drafter, IMF. The trial court agreed with the defendants and granted the cross-motion for summary judgment without hearing any extrinsic evidence.
The litigants disagree on whether the ambiguity in the agreement is patent or latent. We have previously stated in the context of testamentary language that “the modern and clearly-preferable view which ascribes no significance to the ancient, essentially meaningless distinctions between kinds of ambiguity prevails in Florida.” Campbell v. Campbell, 489 So. 2d 774, 778 (Fla. 3d DCA 1986).
The essence of the parties’ agreement in this case is perfectly clear on its face: if the plaintiff obtains a written commitment containing specific terms, then the defendants are obligated to pay a brokerage fee which can be paid at the closing. The agreement may be ambiguous as to the time for payment, but it is unambiguous as to the obligation for payment. Simply because a contract is unclear as to when payment must be made does not relieve a party of an obligation to make payment. Where an agreement does not specify the time for payment or provides for an indeterminate or indefinite time, the law implies that payment will be made within a reasonable time. See Hatcher v. Miller, 427 So. 2d 1039, 1040 (Fla. 1st DCA 1983). As we approach the two-year anniversary of the loan commitment having been obtained by IMF, we can discern no disputed issue of fact that a reasonable time has elapsed, and payment is now due. Accordingly, we reverse the Order on Defendants’ Cross Motion for Summary Judgment and remand to the trial court with instructions to enter summary judgment in favor of IMF.
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Carmona v. State, 873 So. 2d 348 (Fla. 5th DCA 2004)…ation of the defendant, which caused the defendant to accept the plea bargain. That alone was sufficient in Karg to require appointment of conflict-free counsel. It should also suffice in this case. . Independent Mortg. and Finance, Inc. v. Deater, 814 So. 2d 1224 (Fla. 3d DCA 2002); Emergency Associates of Tampa, P.A. v. Sassano, 664 So. 2d 1000, 1003 n. 4 (Fla. 2d DCA 1995); Bajrangi v. Magnethel Enterprises, Inc., 589 So. 2d 416, 419 n. 5 (Fla. 5th DCA 1991).…
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World Fin. Grp., LLC v. Progressive Select Ins. Co., 300 So. 3d 1220 (Fla. 3d DCA 2020)…enter summary judgment in World Finance’s favor. Reversed and remanded with instructions. 6 We may remand for entry of summary judgment when there were cross motions for summary judgment filed below. See,e.g., Indep. Mortg. & Fin., Inc. v. Deater, 814 So. 2d 1224 (Fla. 3d DCA 2002).…
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United Servs. Auto. Ass'n v. Velez, 305 So. 3d 682 (Fla. 3d DCA 2020)…, LLC v. Progressive Select Ins. Co., 45 Fla. L. Weekly D120 n.6 (Fla. 3d DCA Jan. 15, 2020) (“We may remand for entry of summary judgment when there were cross motions for summary judgment filed below.” (citing Indep. Mortg. & Fin., Inc. v. Deater, 814 So. 2d 1224 (Fla. 3d DCA 2002)). On appeal, Velez’s answer brief, much like his Motion for Summary Judgment and Attorney’s Fees, is devoted to arguments in support of his contention that he is entitled to attorney’s fees. However, the order granting Velez’s e…
Previewing 3 of 6 citing cases — full citator treatment, depth of discussion, and citing context are member features.
Join FLexlaw to unlock all legal intelligenceAuthorities Cited
- Campbell v. Campbell, 489 So. 2d 774 (Fla. 3d DCA 1986)
- Olympian W. Condo. Ass'n, Inc. v. Kramer, 427 So. 2d 1039 (Fla. 3d DCA 1983)
- Hatcher v. Miller, 427 So. 2d 1039 (Fla. 1st DCA 1983)