THE KEYES COMPANY, A FLORIDA CORPORATION, APPELLANT,
v.
THE ISLAND FOX MOTEL, INC., A FLORIDA CORPORATION D/B/A THE ISLANDER MOTEL, ET AL., APPELLEES
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A real estate broker sued both the seller and buyer of a property to recover a commission, claiming it procured a binding contract or presented a ready, willing, and able buyer, but the transaction failed to close. The trial court granted summary judgment for both defendants, but the appellate court reversed, finding genuine issues of material fact that preclude summary judgment and require a trial on the merits.
The court reversed the summary judgment because genuine issues of critical fact exist that must be resolved at trial, including the parties' intentions regarding audit preparation, their respective performance obligations, the ambiguities in the deposit receipt agreement, and the scope of the broker's employment duties.
[1] Summary judgment is precluded when disputed issues of critical fact exist between the parties.
[2] The intent of parties regarding contractual performance, particularly concerning audits, is a material fact that cannot be resolved at the summary judgment stage.
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Join FLexlaw to unlock all legal intelligence“From our review of the record we are of the opinion that disputed issues of critical fact exist between the parties so as to preclude the entry of summary judgment.”
Establishes the core holding that material factual disputes prevent summary judgment disposition.
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Join FLexlaw to unlock all legal intelligenceA broker (Keyes Company) represented a transaction involving the Island Fox Motel. The broker claimed it was entitled to a commission either because i…
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Plaintiff-broker sued both the defendant-seller and the defendant-buyer to recover a broker’s commission to which plaintiff claims it is entitled. Plaintiff’s claim against seller is predicated upon the theory that it procured a binding contract of purchase or presented to the seller a customer who was ready, able and willing to buy on the terms prescribed by the seller but that due to seller’s failure the transaction did not close. Plaintiff also seeks an adjudication as to the disposition of funds deposited by the defendant-buyer with plaintiff asserting in effect that it is entitled to a commission from the proceeds of such deposit on the theory that the transaction was not consummated because of the fault of the defendant buyer.1 The trial court entered summary judgment in favor of both defendants.
From our review of the record we are of the opinion that disputed issues of *895critical fact exist between the parties so as to preclude the entry of summary judgment. Particularly, but not exclusively, ascertaining the respective duties and responsibilities of the defendant-seller and defendant-buyer with regard to the preparation of certain audits the determination of which fact would indicate whether the transaction failed to consummate because of the fault of the buyer, seller or neither. The intent of the defendants with respect to these audits, which is material, cannot be resolved at the summary stage of these proceedings. The presence of ambiguities in the deposit receipt agreement coupled with the necessity of determining the scope of performance of the defendants under such agreement would suggest a trial on the merits.2 An additional critical matter to be determined is the nature and extent of the broker’s employment, i.e., was he to find a ready, willing and able purchaser for the property or was he to effectuate a sale of the property?
Our decision to reverse is not an adjudication of any liability by either of the defendants to the plaintiff but rather a determination that there exists genuine issues of fact precluding disposition of this cause at a summary proceeding. See Nichols v. Village Park Mobile Home Estates, Inc., Fla.App.1970, 237 So.2d 807; Rock-Weld Corp. of Puerto Rico v. Rock-Weld Equip. Corp., Fla.App.1966, 184 So.2d 186; see also Randolph v. Neeley, Fla.App.1966, 185 So.2d 785; Willis v. Clark, Fla.App.1961, 135 So.2d 260; Abel v. First Fed. Sav. & Loan Ass’n of Manatee County, Fla.App.1967, 199 So.2d 295; and Gibson v. Scruggs, Fla.App.1969, 226 So.2d 251.
Reversed and remanded for further proceedings consistent with the reasons herein expressed.
REED, C. J., and CROSS and MAGER, JJ., concur.
Cases With Similar Vibessemantic neighbors from the corpus
Citator
Authorities Cited
- Rock-Weld Corp. OF Puerto RICO v. Rock-Weld Equip. Corp. OF Fla., 184 So. 2d 186 (Fla. 3d DCA 1966)
- Ponte v. Lattin, 135 So. 2d 260 (Fla. 3d DCA 1961)
- Randolph v. Neeley, 185 So. 2d 785 (Fla. 1st DCA 1966)
- Allison v. State, 199 So. 2d 295 (Fla. 1st DCA 1967)
- Abel v. First Fed. Sav. & Loan Ass'n of Manatee Cnty., 199 So. 2d 295 (Fla. 2d DCA 1967)
- Cont'l Ins. Cos. v. Bonis, 237 So. 2d 807 (Fla. 2d DCA 1970)
- Gibson v. Scruggs, 226 So. 2d 251 (Fla. 1st DCA 1969)