HARRY S. LANCE AND LOIS LANCE, HIS WIFE, APPELLANTS,
v.
DR. CARLOS MARTINEZ-ARANGO ET UX., APPELLEES
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The Lances appealed a summary judgment ordering specific performance of a real estate purchase contract with the Martinez-Arangos. The court upheld the judgment, finding that a seven-day delay in depositing the escrow funds was reasonable and did not constitute a material breach, even though the contract contained a 'time is of the essence' clause.
The seven-day delay was reasonable as a matter of law and did not constitute a material breach. Even with a 'time is of the essence' clause, a seller seeking to invoke a forfeiture provision must provide reasonable notice to comply and a reasonable time for compliance. The delay caused no harm to the sellers.
[1] A counter-offer must be accepted within a reasonable time to form a binding contract.
[2] Acceptance of a counter-offer prior to a communicated revocation constitutes a binding contract.
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 delay of seven days from the acceptance of the counter-offer by the buyers to the delivery of the balance of the escrow deposit to the broker is not an unreasonable delay which would support a forfeiture of the buyers' rights under the contract”
The trial court's finding that the seven-day delay did not constitute grounds for contract termination.
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Join FLexlaw to unlock all legal intelligenceOn May 26, 1969, the Martinez-Arangos (buyers) signed a deposit receipt with a $500 initial deposit. The Lances (sellers) countered on May 28, 1969 by…
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Appellants-defendants, the Lances (“Sellers”) seek review of a final summary judgment entered after a hearing and pursuant to a set of stipulated facts which judgment ordered specific performance of a signed, written contract to sell the realty of the Sellers in favor of appellees-plaintiffs the Martinez-Arangos (“Buyers”). The primary issue on appeal is whether the delay in accepting the counter-offer was an unreasonable length of time.
According to the judgment, the stipulated facts are that the buyers signed a deposit receipt and placed an initial $500.00 deposit with the broker on May 26, 1969. The broker transmitted the offer by way of the deposit receipt to the sellers who did not accept the offer, but made the deposit receipt a counter-offer by changing the purchase price in the original offer and initialing the change on May 28, 1969. The deposit receipt provided that the deposit was to be made on acceptance. The broker returned the deposit receipt as changed and initialled to the buyers who accepted the counter-offer and initialled the changed price on June 2, 1969. The buyers deposited the $3,050.00 balance of the escrow deposit with the broker on June 9, 1969. The sellers did not at any time give notice to the buyers to comply and set time for compliance to place the balance of the $3,050.00 escrow deposit with the broker.
The trial court found that the delay of seven days from the acceptance of the counter-offer by the buyers to the delivery of the balance of the escrow deposit to the broker is not an unreasonable delay which would support a forfeiture of the buyers’ rights under the contract which came into *709being with the acceptance of the counteroffer by the buyers on June 2, 1969. The trial court further found that in order to terminate a contract for non-performance by a purchaser, even where a “time is of the essence” clause is in the contract, as it was in this case, the seller must give reasonable notice to comply to the buyer and give a reasonable time within which to comply with the notice. The court concluded that the delay of seven days in placing the deposit with the broker caused no harm to the sellers, as was shown by the record.
The law is well settled that where an offer or counter-offer is made, it must be accepted within a reasonable time. In the United States, the law is virtually uniform that a revocation requires communication and that an acceptance prior to a communicated revocation constitutes a binding contract. 1 Williston, Contracts (3rd ed., 1957) § 56, p. 180 n. 1. Invoking a forfeiture provision in a contract similarly requires a communication where an equitable remedy is sought; see: Realty Securities Corp. v. Johnson, 93 Fla. 46, 111 So. 532 (1927) ; National Exhibition Company v. Ball, Fla.App.1962, 139 So.2d 489, 492-493.
A seven day delay in placing in escrow the remainder of the deposit (pursuant to a written agreement for the sale of realty, in which a “time is of the essence” clause was present) may be reasonable as a matter of law. 1 Williston, Contracts (3rd ed., 1957) § 54, pp. 172-176, esp. p. 173 n. 18.
Therefore, under the circumstances of this case, which proceeded upon a stipulated set of facts and in which the trial court was to resolve the issues involved, we conclude that the trial court did not err in entering the summary final judgment appealed.
Affirmed.
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In re Standard Jury Instructions-Contract & Bus. Cases, 116 So. 3d 284 (Fla. 2013)…is, 539 So. 2d 459, 460 (Fla.1989). 2. “In the United States, the law is virtually uniform that a revocation requires communication and that an acceptance prior to a communicated revocation constitutes a binding contract.” Lance v. Martinez-Arango, 251 So. 2d 707, 709 (Fla. 3d DCA 1971). 3. “Where an offer has not been accepted by the offeree, the offeror may revoke the offer provided the communication of such revocation is received prior to acceptance.” Kendel v. Pontious, 244 So. 2d 543, 544 (Fla. 3d DCA…
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Jackson v. Holmes, 307 So. 2d 470 (Fla. 2d DCA 1975)…as so they could proceed with assurance to purchase a new home, we cannot say that the court erred in refusing to strictly apply this provision against the failure to furnish the certification on time. cf. Lance v. Martinez-Arango, Fla.App.3d, 1971, 251 So. 2d 707. The evidence, as a whole, is sufficient to support a judgment of specific performance. Nevertheless, the sellers have a point which requires a modification in one particular. The judgment orders the sellers to furnish a deed to the buyers and dire…
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SUN Bank OF Miami v. Rozanne G. Lester, 404 So. 2d 141 (Fla. 3d DCA 1981)…d 329 (Fla.1950); compare: Lake Towers, Inc. v. Axelrod, 216 So. 2d 86 (Fla. 4th DCA 1968); Chester, Blackburn & Roder, Inc. v. Marchese, 383 So. 2d 734 (Fla. 3d DCA 1980). The appellee relies principally upon the cases of Lance v. Martinez-Arango, 251 So. 2d 707 (Fla. 3d DCA 1971), and Blanton Lake Properties, Inc. v. WWW, Ltd., 301 So. 2d 485 (Fla. 2d DCA 1974). The first case is distinguishable because the buyer tendered the payment before any default was declared and, also, the seller attempted to forfei…
Previewing 3 of 8 citing cases — full citator treatment, depth of discussion, and citing context are member features.
Join FLexlaw to unlock all legal intelligenceAuthorities Cited
- Realty Sec. Corp. v. Johnson, 93 Fla. 46 (Fla. 1927)
- The Nat'l Exhibition Co. v. Ball, 139 So. 2d 489 (Fla. 2d DCA 1962)