MANUEL ARVESU, AS TRUSTEE, APPELLANT,
v.
BLANCOM PROPERTIES, N.V., AN INVOLUNTARILY DISSOLVED FOREIGN N.V., BLANCOM PROPERTIES, INC., A FLORIDA CORPORATION, AND LUSKY & MOTOLA, P.A., A FLORIDA PROFESSIONAL ASSOCIATION, APPELLEES

Fla. 3d DCA | 2005-11-02
No. 3D05-342
Before GERSTEN and GREEN, JJ., and SCHWARTZ, Senior Judge.
913 So. 2d 1231 Florida District Court of Appeal, Third District (2005) Positive Treatment
Cited by 4 cases

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Synopsis

A trustee of a land trust seeking to purchase a commercial office building sued for specific performance and rescission after the seller entered into a lease addendum with a tenant that the trustee believed violated their contract. The court affirmed the trial court's judgment against the trustee, finding the trustee failed to comply with material terms of the purchase contract and lacked standing to challenge the lease addendum.


Holding

The trustee was not entitled to specific performance because he failed to comply with material terms of the Commercial Contract, and he lacked standing to seek rescission of the lease addendum because he was not a party to that agreement.


Headnotes

[1] A party seeking specific performance of a contract must demonstrate compliance with its material terms, including timely deposit payments and tender of the purchase price…

[2] A party seeking specific performance must show they were ready, willing, and able to perform their contractual obligations.

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Key Quotes

“We agree with the trial court's conclusion that the trustee was not entitled to specific performance of the agreement in the face of evidence of the trustee's noncompliance with the Contract's terms.”

Establishes that material noncompliance bars specific performance

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Facts & Procedural History

Manuel Arvesu, as trustee of the Garcia/Silveira Land Trust, entered into a Commercial Contract to purchase an office building from Blancom Properties…

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Opinion of the Court
PER CURIAM.

PER CURIAM.

Manuel Arvesu, as successor Trustee of the Garcia/Silveira Land Trust, appeals an adverse final judgment adopting a General Master’s Report and Recommendation. We affirm.

The Land Trust entered into a Commercial Contract to purchase an office building owned by Blancom Properties, Inc., on Friday. The following Monday, Blancom entered into an Lease Addendum with one of its tenants, Lusky & Motola, P.A., increasing the tenant’s lease renewal option, limiting the rent increase percentage, and waiving the tenant’s rent for several months after closing.

The trustee learned of the addendum and requested that the addendum be rescinded. The trustee urged that the addendum violated the terms of the Contract, and substantially impaired the parties’ bargain. Blancom Properties did not rescind the addendum. The trustee sued Blancom Properties and Lusky & Motola seeking: specific performance of the Commercial Contract; damages for breach of contract; a declaration that the lease addendum was void; and rescission of the lease addendum.

The matter was tried before a general master. The general master denied all the relief requested in the complaint. In its Recommendation and Report the general master found that the Land Trust had not complied with various material requirements of the Commercial Contract: the initial $10,000 deposit was not made timely, if at all; the second deposit of $90,000 was not tendered and was not legally excused; there was no evidence that the buyer was ready, willing and able to close; and there was no excuse for the buyer failing to tender the purchase price. These failures, the master found, were not excused by the seller’s alleged breach of the Commercial Contract. The master concluded that the trustee was not entitled to specific performance. In addition, the master found that the trustee had no standing to seek rescission of the lease addendum because he was not a party to that agreement.

The trial court entered an order adopting the general master’s report and entered a final judgment in defendant’s favor. The trustee appeals.

We agree with the trial court’s conclusion that the trustee was not entitled to specific performance of the agreement in the face of evidence of the trustee’s noncompliance with the Contract’s terms. See Garcia v. Alfonso, 490 So. 2d 130, 131 (Fla. 3d DCA 1986). The general master’s findings, adopted by the trial court, that there was no evidence of the initial deposit and no tender of the second deposit required by the Commercial Contract were supported by the evidence. Additionally, there was no showing that the trustee was ready, willing, and able to perform on the contract. Leverette v. Cochran, 876 So. 2d 2 (Fla. 4th DCA 2004); Hollywood Mall, Inc. v. Capozzi, 545 So. 2d 918 (Fla. 4th DCA 1989). Hence, it would have been error to award specific performance. Garcia.

Additionally, the trustee was not a party to the addendum and did not have standing to seek rescission. It was a stranger to the contract, and had, particularly in view of our analysis above, no legal or equitable rights affected thereunder that it could pursue. Compare ADCA Corp. v. Blumberg, 403 So. 2d 547 (Fla. 2d DCA 1981)(corporation supplying funds for contract had standing to seek its rescission).

Based on the foregoing, the judgment is Affirmed.


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Citator

Cited By

  • Rivka Shapiro v. Jacobs, 948 So. 2d 880 (Fla. 3d DCA 2007)
    …e contract in order to establish a prima facie case for specific performance.” Leverette v. Cochran, 876 So. 2d 2, 3 (Fla. 1st DCA 2004) (citing Hollywood Mall v. Capozzi, 545 So. 2d 918 (Fla. 4th DCA 1989)); see also Arvesu v. Blancom Props., N.V., 913 So. 2d 1231, 1232 (Fla. 3d DCA 2005). A buyer is financially able to close a sale, i.e., ready, willing, and able to close, “if he has definitely arranged to raise the necessary money — or as much thereof as he is unable to supply personally — by obtaining a bi…
  • Mastec, Inc. v. TJS, LLC, 979 So. 2d 285 (Fla. 2d DCA 2008)
    …February 15, 2004, the Seller never became obligated to convey title before the Contract expired. See Vance v. Roberts, 96 Fla. 379, 118 So. 205, 208 (1928); Robinson v. Abreu, 345 So. 2d 404, 405 (Fla. 2d DCA 1977); Arvesu v. Blancom Props., N.V., 913 So. 2d 1231, 1232 (Fla. 3d DCA 2005); Garcia v. Alfonso, 490 So. 2d 130, 131 (Fla. 3d DCA 1986); Hooper v. Breneman, 417 So. 2d 315, 317 (Fla. 5th DCA 1982); Emery v. Milton, 378 So. 2d 1300, 1301 (Fla. 3d DCA 1979). Conclusion For these reasons, the trial co…

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