R. W. S. INVESTMENT CORP., A FLORIDA CORPORATION, APPELLANT,
v.
MAULE INDUSTRIES, INC., A FLORIDA CORPORATION, AND MASTER BUILDERS OF AMERICA, INC., A FLORIDA CORPORATION, JOINTLY AND SEVERALLY, APPELLEES
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R.W.S. Investment Corp. sought specific performance of a right of first refusal to purchase real property owned by Maulé Industries, but the right expired when the purchase money mortgage was satisfied in 1966. The court affirmed summary judgment for Maulé, holding that the right of first refusal was conditioned on the mortgage remaining in good standing and therefore terminated upon the mortgage's cancellation.
The court held that the right of first refusal expired on September 30, 1966, when the purchase money mortgage was paid and became null and void, because the right was expressly conditioned on the mortgage remaining in good standing. The court also affirmed the denial of the motion to amend because the proposed amended complaint lacked allegations of fraud, misrepresentation, or mistake necessary for reformation.
[1] A right of first refusal conditioned on a purchase money mortgage remaining in good standing expires when the mortgage is satisfied and cancelled of record.
[2] A contract provision stating that a mortgage and the estate it creates shall cease and be null and void upon payment of the promissory note renders the mortgage inactive…
Previewing 2 of 4 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“This right of first refusal shall only extend as long as said purchase money mortgage is in good standing and not in default.”
The express contractual condition that limited the duration of the right of first refusal to the period during which the mortgage remained in good standing.
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Join FLexlaw to unlock all legal intelligenceR.W.S. Investment Corp. and Maulé Industries entered into a contract that granted R.W.S. a right of first refusal regarding offers to purchase Maulé's…
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R.W.S. Investment Corp. sued Maulé Industries, Inc., and others and sought specific performance under its alleged right of first refusal to purchase certain real property owned by Maulé. The trial court entered a summary final judgment for Maulé and plaintiff has appealed.
The contract provision which is the subject matter of this action for specific performance provides:
“It is further agreed by and between the parties hereto that the Seller [Maulé] does herewith grant to the Purchasers a right of first refusal concerning any offers to purchaser Seller’s lakefront property described in the blueprint * * *.
“This right of first refusal shall only extend as long as said purchase money mortgage is in good standing and not in default.”
The purchase money mortgage referred to above was satisfied and cancelled of record on September 30, 1966. Plaintiff made demand on Maulé in 1969 to exercise its alleged right of first refusal.
We affirm. The purchase money mortgage contained language providing that upon payment of the promissory note the mortgage and the estate created should “cease and be null and void”. We agree with the trial judge that when the note was paid and mortgage satisfied it became null and void and it could no longer be in good standing and the right of first refusal, therefore, expired on September 30, 1966. See Jefferson Insurance Company v. Fischer, Fla.1964, 166 So.2d 129; McGhee Interests v. Alexander Nat. Bank, 102 Fla. 140, 135 So. 545 (1931); and Ratner v. Coral Television Corporation, Fla. App.1962, 139 So.2d 437.
We also affirm the action of the trial judge in denying the plaintiff’s motion to amend its complaint to seek reformation of the contract. The proposed amended complaint contained no allegations of fraud, misrepresentation, or mistake which would give rise to an action for reformation of the contract; the contract was sufficiently clear to express the mutual intent of the parties and there was no mistake of fact or law in the original contract. See Camichos v. Diana Stores Corporation, 157 Fla. 349, 25 So.2d 864 (1946); and 5 Fla.Jur. Cancellation, Reformation, Etc. §§ 93 and 94.
The summary final judgment heretofore entered is, therefore,
Affirmed.
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Citator
Cited By
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R. W. S. Inv. Corp. v. Maule Indus., Inc., 261 So. 2d 841 (Fla. 1972)…Certiorari denied. 254 So. 2d 856. ROBERTS, C. J., and ERVIN, CARLTON, McCAIN and DEKLE, JJ., concur.…
Authorities Cited
- The McGhee Interests, Inc. v. Alexander Nat'l Bank, 102 Fla. 140 (Fla. 1931)
- Camichos v. Diana Stores Corp., 157 Fla. 349 (Fla. 1946)
- Jefferson Ins. Co. v. Fischer, 166 So. 2d 129 (Fla. 1964)
- Nat Ratner v. Coral Television Corp., 139 So. 2d 437 (Fla. 3d DCA 1962)