RICHARD M. MASTALER, APPELLANT,
v.
HOLLYWOOD OCEAN GROUP, L.L.C., APPELLEE

Fla. 4th DCA | 2009-04-15
No. 4D08-2175
WARNER, J., and SHAHOOD, GEORGE A., Senior Judge, concur.
10 So. 3d 1114 Florida District Court of Appeal, Fourth District (2009) Positive Treatment
Cited by 4 cases

AI-generated. These summaries, headnotes, and key points are machine-generated and may contain errors or omissions. Always verify against the full opinion text below. Not legal advice.

Synopsis

A developer added nine cabanas to a condominium complex's common pool area after the buyer's purchase agreement was formed. The buyer sought to cancel based on a statutory provision allowing cancellation when amendments are material and adverse, but the trial court sided with the developer. The appellate court reversed, holding that the cabana addition materially and adversely affected the buyer's interests.


Holding

The court held that the addition of the cabanas was both material and adverse to the buyer. A change is material if a reasonable buyer would find it significant enough to alter their decision to enter the contract, and adverse if it is contrary to or unfavorable to the buyer's interests. The cabana addition hindered the buyer's use of the common pool area, altered the aesthetic nature of the complex, took up significant space, and required payment for what was previously shared amenity space.


Headnotes

[1] A buyer may cancel a condominium purchase agreement within fifteen days of receiving notice of a material amendment that adversely affects the buyer, pursuant to section…

[2] A change to a purchase agreement is material if a reasonable buyer would find the change significant enough to alter their decision to enter into the contract.

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Key Quotes

“AGREEMENT IS [] VOIDABLE BY BUYER BY DELIVERING WRITTEN NOTICE OF THE BUYER'S INTENTION TO CANCEL WITHIN 15 DAYS AFTER THE DATE OF RECEIPT FROM THE DEVELOPER OF ANY AMENDMENT WHICH MATERIALLY ALTERS OR MODIFIES THE OFFERING IN A MANNER THAT IS ADVERSE TO THE BUYER.”

Statutory provision from section 718.503(1)(a)(1) establishing the buyer's cancellation right upon material adverse amendments.

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Facts & Procedural History

Mastaler agreed to purchase Villa IV at the Villas of Positano condominium from Developer. The original project consisted of 62 residential units and …

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Opinion of the Court
HAZOURI, J.

HAZOURI, J.

Richard M. Mastaler (Buyer) and Hollywood Ocean Group, LLC (Developer), entered into a contract for the construction and purchase by Mastaler of Villa IV at the Villas of Positano, a condominium, from the Developer. The original project consisted of the construction of sixty-two residential units and one commercial unit. The purchase agreement contains a provision which tracks section 718.503, Florida Statutes (2008), which provides that a buyer may cancel the agreement of purchase within fifteen days if the developer makes a material amendment that adversely affects the buyer.

In February 2007, shortly before the completion of the project, the Developer notified Mastaler that nine cabanas were being added to the pool area, whose use would be exclusive to those who bought them for $225,000.00. Pursuant to section 718.503 and the Purchase Agreement, the Developer provided notice to Mastaler of the addition, but took the position that the changes were not material or adverse. Mastaler notified the Developer that he chose to exercise his option to cancel the Agreement. The Developer refused to accept the cancellation and return Mastaler’s deposit.

Thereafter, Mastaler filed a declaratory action seeking relief from the Purchase Agreement. After a non-jury trial, the trial court entered a final judgment in favor of the Developer. In the final judgment, the trial court held that Mastaler defaulted under the Purchase Agreement, stating that the addition of the cabanas was not a material change in the Purchase Agreement that was adverse to Mastaler. In accordance with the Agreement’s terms, it awarded the Developer the cash deposit held in escrow in the sum of approximately $300,000.00 plus accrued interest, as well as attorney’s fees and costs. We reverse.

This issue involves a matter of statutory interpretation, namely whether the trial court correctly interpreted and applied section 718.503(l)(a)(l), Florida Statutes (2008). As such, the de novo standard of review is applied. Am. Honda Motor Co. v. Cerasani, 955 So.2d 543, 545 (Fla.2007). The trial court’s “findings of fact from disputed evidence” are upheld if supported by “competent, substantial evidence.” Acoustic Innovations, Inc. v. Schafer, 976 So.2d 1139, 1143 (Fla. 4th DCA 2008).

As included in the Purchase Agreement, section 718.503(l)(a)(l) provides that an “AGREEMENT IS [] VOIDABLE BY BUYER BY DELIVERING WRITTEN NOTICE OF THE BUYER’S INTENTION TO CANCEL WITHIN 15 DAYS AFTER THE DATE OF' *1116RECEIPT FROM THE DEVELOPER OF ANY AMENDMENT WHICH MATERIALLY ALTERS OR MODIFIES THE OFFERING IN A MANNER THAT IS ADVERSE TO THE BUYER.” A change to a purchase agreement is material if a “reasonable buyer under the purchase agreement [would] find the change to be so significant that it would alter the buyer’s decision to enter into the contract.” D & T Props., Inc. v. Marina Grande Assocs., Ltd., 985 So.2d 43, 49 (Fla. 4th DCA 2008). “‘Adverse’ is defined as ‘[c]ontrary to one’s interests or welfare; unfavorable.’” BB Landmark, Inc. v. Haber, 619 So.2d 448, 449 (Fla. 3d DCA 1993) (quoting The American Heritage Dictionary 806 (New College ed.1981)).

In this case, the amendment to the Purchase Agreement, i.e., the addition of nine cabanas by the pool, is adverse to Mastaler. This is because it is contrary or unfavorable to Mastaler’s interest, as it hinders his use of the common area around the pool in his condo complex. The addition of nine cabanas is also material because a reasonable buyer would find the change significant to their decision to enter into the contract. This is because the addition of the cabanas alters the aesthetic nature of the condo complex, taking up a large portion of the common area space around the pool. It is also material because the change affects the use of the condo’s pool area, requiring an individual to pay $225,000.00 for the use of a cabana.

We reverse the trial court’s decision, as Mastaler provided timely notice of cancellation to the Developer after it had materially and adversely amended the Purchase Agreement, and we direct the trial court to enter a judgment in favor of Mastaler.

Mastaler has raised several other points on appeal which we choose not to address since we are reversing and remanding for an entry of judgment in his favor.

Reversed and Remanded with Directions.

WARNER, J., and SHAHOOD, GEORGE A., Senior Judge, concur.


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Citator

Cited By

  • Karayiannakis v. Nikolits, 23 So. 3d 844 (Fla. 4th DCA 2009)
    …ndard of review on summary judgment is de novo); see also Fla. Dep’t of Revenue v. City of Gainesville, 918 So. 2d 250, 256 (Fla.2005) (the standard for reviewing constitutional interpretations is de novo); Mastaler v. Hollywood Ocean Group, L.L.C., 10 So. 3d 1114, 1115 (Fla. 4th DCA 2009) (the standard for reviewing statutory interpretations is de novo). The appellant owns title to a two-story apartment building containing five units. She lives in one of the units and rents the other four units to tenants.…
  • Scarfone v. P.c.-Plantation, LLLP, 59 So. 3d 371 (Fla. 4th DCA 2011)
    …executing the purchase agreements. A change to an offering is material where a reasonable buyer would find the change “ ‘so significant that it would alter the buyer’s decision to enter into the contract.’ ” Mastaler v. Hollywood Ocean Grp., L.L.C., 10 So. 3d 1114, 1116 (Fla. 4th DCA 2009) (quoting D & T Props., Inc. v. Marina Grande Assocs., Ltd., 985 So. 2d 43, 49 (Fla. 4th DCA 2008)). While Plantation reserved the right to lease some units, a full scale conversion of Grove East into a “luxury rental commun…

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