LOUIS L. GREENWALD AND LEON HAMMER, APPELLANTS,
v.
FOOD FAIR STORES CORPORATION, A DELAWARE CORPORATION AUTHORIZED TO AND DOING BUSINESS WITHIN THE STATE OF FLORIDA; 27TH AVENUE FARMERS MARKET, INC., A FLORIDA CORPORATION; JOSEPH I. CLASTER; BYRON GILBERT; AND ABRAHAM MALOFF, APPELLEES
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Greenwald and Hammer claimed they were deceived into a store rental agreement, alleging misrepresentations about Food Fair Stores Corporation's ownership interest and intent to compete. The trial court granted summary judgment for defendants, which the appellate court affirmed because the written agreement expressly reserved competing rights and parol evidence of prior contradictory promises was inadmissible.
The court held that the summary judgment was proper because the written agreement expressly reserved to 27th Avenue Farmers Market, Inc. the right to rent competing stores and to compete itself, making representations about the identity of competitors immaterial as a matter of law, and because parol evidence of prior oral promises conflicting with the written terms was inadmissible.
“not every false representation constitutes fraud on which a claim for relief can be based. It must be as to matters of fact substantially affecting the interests of the innocent party.”
Establishes the legal standard for actionable fraud in Florida—misrepresentation must be material and substantially affect the innocent party's interests.
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Join FLexlaw to unlock all legal intelligencePlaintiffs rented store privileges in the 27th Avenue Farmers Market to sell men's and boy's clothing. An agent allegedly represented that Food Fair S…
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Appellants brought a bill of complaint in chancery alleging that they were “deceived and tricked” into entering into a written agreement. The only prayer of this bill was for a money judgment. Upon motion to dismiss, it was amended to pray for an accounting and a money judgment. After answers were filed by the defendants and depositions taken, the Chancellor granted a summary final decree for the defendants. The decree is affirmed.
The agreements upon which an accounting and damages were claimed concerned the rental by plaintiffs of store privileges, so that they could conduct a business of selling men’s and boy’s clothing in the 27th Avenue Farmers Market. The gist of the action was the allegation that the agent of defendant, 27th Avenue Farmers Market, Inc., represented to the plaintiffs that defendant Food Fair Stores Corporation had no proprietary interest in the building in which plaintiffs’ store would be located, and that Food Fair Stores Corporation would not compete with the plaintiffs in the same building. It is then alleged, that before the opening of the market, plaintiffs discovered that Food Fair Stores Corporation would open a booth in competition with the plaintiffs and that there was an overlapping of the officers of the two corporations. Nevertheless, plaintiffs opened their business and operated it for a period of *202approximately two months. Thereafter, they closed their store and instituted the cause now before us.
It is undisputed that the contested agreements were negotiated by, and entered into by, the plaintiffs and 27th Avenue Farmers Market, Inc., and that this corporation was a duly authorized Florida corporation doing business in Dade County, Florida. It is also admitted that these agreements expressly reserved to 27th Avenue Farmers Market, Inc., not only the right to rent competing stores to third parties, but also that 27th Avenue Farmers Market, Inc., reserved to itself a right to- compete with plaintiffs.
It has been held in Florida that not every false representation constitutes fraud on which a claim for relief can be based. It must be as to matters of fact substantially affecting the interests of the innocent party. Williams v. McFadden, 23 Fla. 143, 1 So. 618, and cases cited in 14 Fla.Jur., Fraud and Deceit § 9 (1957).
Inasmuch as both 27th Avenue Farmers Market, Inc., and third parties had the right to compete with plaintiffs under their agreement, a representation as to the identity of the persons owning or operating the market is not such a material representation.
Appellants’ allegation of a specific promise by the agent of 27th Avenue Farmers Market, Inc., that Food Fair Stores Corporation would not compete with them was not binding upon Food Fair Stores Corporation. In considering the liability of 27th Avenue Farmers Market, Inc., upon this promise, it is important to point out that this representation is admitted to have been made prior to the making of the written contracts. Thus, to admit into evidence the representation, that Food Fair would not compete with the plaintiffs, would contradict express specific terms of the written agreements. The chief and most satisfactory index to determine the intent of the parties to .an agreement as to whether they intended their written contract to be a complete and final statement of the whole transaction is whether or not the particular element of the alleged extrinsic negotiation is dealt with at all in the writing. If it is mentioned, covered, or dealt with in the writing, then presumably the writing was meant to represent all of the transaction on that element, Milton v. Burton, 79 Fla. 266, 84 So. 147; Bryan v. St. Andrews Bay Community Hotel Corp., 99 Fla. 132, 126 So. 142; see 13 Fla.Jur., Evidence § 394 (1957); Wigmore, Evidence § 2430 (3rd ed. 1940).
The decree of the Chancellor having a sufficient basis upon the point discussed, it is unnecessary to detail appellants’ contentions further. However, we have carefully examined the eighteen assignments of error presented and do not find grounds for reversal.
Affirmed.
CARROLL, CHAS., C. J., and HORTON, J., concur.
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Ashland OIL, Inc. v. Rod Pickard, 269 So. 2d 714 (Fla. 3d DCA 1972)…latka, 435 F. 2d 995, 997-999 (5th Cir. 1970). . Brinkley v. Arnold, 98 Fla. 166, 123 So. 569; Beatty v. Lucas, 112 Fla. 265, 150 So. 239, 240; Sample v. Ward, 156 Fla. 210, 23 So. 2d 81, 85; Greenvald v. Food Fair Stores Corporation, Fla.App.1958, 100 So. 2d 200; Brod v. Jernigan, Fla.App.1966, 188 So. 2d 575; Evans v. Gray, Fla.App.1968, 215 So. 2d 40. . To resolve the issue of whether the requirements of the statutes of frauds, §§ 672.201 and 725.01, were met, we were required to characterize the relatio…
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Hillcrest Pac. Corp. v. Yamamura, 727 So. 2d 1053 (Fla. 4th DCA 1999)…ty cannot recover in fraud for alleged oral misrepre: sentations that are adequately covered or expressly contradicted in a later written contract. See Englezios v. Batmasian, 593 So. 2d 1077 (Fla. 4th DCA 1992); Greenwald v. Food Fair Stores Corp., 100 So. 2d 200 (Fla. 3rd DCA 1958). Although the appellees were not parties to the Agreement, Pacific’s allegations must be interpreted in light of the transaction which gave rise to the instant litigation, i.e., the sale of the Property. In the Summary the “Prop…
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Taylor Woodrow Homes Fla., Inc. v. 4/46-A Corp., 850 So. 2d 536 (Fla. 5th DCA 2003)…reement.... A party cannot recover in fraud for alleged oral misrepresentations that are adequately covered or expressly contradicted in a later written contract. Hillcrest, 727 So. 2d at 1056 (citing Englezios; Greenwald v. Food Fair Stores Corp., 100 So. 2d 200 (Fla. 3d DCA 1958)). Although Taylor did not immediately disclose its interest in Alaqua Lakes when Taylor sent its letter of inquiry to Alaqua Lakes on May 9th, Taylor’s interest in Alaqua Lakes was revealed to Apostólicas by both Taylor and Arvid…
Previewing 3 of 16 citing cases — full citator treatment, depth of discussion, and citing context are member features.
Join FLexlaw to unlock all legal intelligenceAuthorities Cited
- Williams v. McFadden, 23 Fla. 143 (Fla. 1887)
- Milton v. Burton, 79 Fla. 266 (Fla. 1920)
- Bryan v. St. Andrews Bay Cmty. Hotel Corp., 99 Fla. 132 (Fla. 1930)