LEE ROYCE NICHOLS, JR., APPELLANT,
v.
MOAMCO CORPORATION AND SILCO CORP., APPELLEES
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In this interlocutory appeal, the court addressed whether a plaintiff could pursue specific performance and tort claims based on alleged contract negotiations for the sale of a mobile home park. The court affirmed dismissal of specific performance and interference tort claims but reversed dismissal of a breach of contract damages claim, finding the written communications lacked essential terms for specific performance but contained sufficient allegations for a breach claim.
The court held that the written memoranda lacked essential mutual promises and miscellaneous terms necessary to support specific performance of a real estate contract of such magnitude, including critical details regarding time and place of closing and assumption of existing mortgages. The complaint failed to allege sufficient facts for a tort claim of interference with a business relationship. However, the complaint contained sufficient allegations from which a breach of contract and damages claim could potentially proceed.
[1] A contract for the sale of real estate must be definite as to parties, price, subject matter, and mutual promises and miscellaneous terms to support a claim for specific…
[2] Essential terms for specific performance of a contract for the sale of a large mobile home park include the time and place of closing and details concerning the assumptio…
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Join FLexlaw to unlock all legal intelligence“to support specific performance, the contract must be definite as to (1) the parties, (2) the price, (3) the subject matter and (4) the mutual promises and miscellaneous terms”
Establishes the legal standard for specific performance in real estate contracts that the court applied to find the communications deficient.
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Join FLexlaw to unlock all legal intelligenceNichols, as assignee of Hargarten, claimed a contract right to purchase a 58-acre mobile home park (Nokomis Park) from MoAmCo based on a December 21, …
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SCHEB, Judge.
By this interlocutory appeal the appellant/plaintiff seeks reversal of the trial court’s order granting motions to dismiss filed by each of the appellees/defend-ants. For convenience, we refer to the appellant/plaintiff as Nichols and appellees/defendants as MoAmCo and Silco.
In Count I of his complaint Nichols, as assignee of one Hargarten, claimed a contract right to purchase a 58-acre mobile home park known as Nokomis Park from MoAmCo. Nichols sought specific performance. Although Nichols based his complaint upon various documents and events comprising some 13 separate exhibits, the crux of his claim consisted of a let ter of December 21, 1973, from MoAmCo to Hargarten which Nichols construed as an offer to sell1 and Hargarten’s mail-gram and letter responses of December 28, 1973, which Nichols contended constituted an acceptance by his assignor.2
Viewing Nichols’ allegations in Count I in the most favorable light to him, as we must at this stage of the controversy, 3 and assuming the existence of a contract, the contents of the letter which constitutes the alleged offer and the mailgram and letter relied upon as an acceptance do not satisfy the requirements necessary to support a claim for specific performance of a contract for sale of real estate. As stated in Florida Bank and Trust Co. v. Field, 1946, 157 Fla. 261, 25 So. 2d 663, to support specific performance, the contract must be definite as to (1) the parties, (2) the price, (3) the subject matter and (4) the mutual promises and miscellaneous terms. See also 29A Fla.Jur., Specific Performance, § 40. Here the written memoranda relied upon by Nichols are deficient in the mutual promises and miscellaneous terms essential to support specific performance of a contract for the sale of a large mobile home park valued in the neighborhood of one and one-half million dollars. In fact the substance of the alleged offer was:
The purchase price is $1,515,000.00. The first and second mortgages are to be assumed. Ernest money of $40,000 and additional cash of $365,000 at closing is to be paid. However, the aggregate cash of $405,000 is to be placed in escrow at the time of the execution of the purchase agreement.
While many of the miscellaneous terms ordinarily included in a contract for sale of real estate (e. g. matters concerning title evidence and examination of title or furnishing of title insurance, provisions concerning the treatment of taxes, rents and insurance etc.) are not included in the foregoing instrument; we, nevertheless, recognize that depending upon the particular case, a lack of such miscellaneous terms may not necessarily inhibit a judgment of specific performance. In the case sub judice, however, we are concerned with a transaction of considerable magnitude and as relates to such a transaction the time and place of closing and details concerning assumption of existing mortgages would appear to be essential, and such essential terms are lacking here. Cf. Rundel v. Gordon, 1927, 92 Fla. 1110, 111 So. 386; Lasseter v. Dauer, Fla.App. 3d 1968, 211 So. 2d 584. See also Hart v. Freeman & Sons, Inc., Fla.App.3d 1969, 226 So. 2d 708.
In Count II Nichols sought compensatory and punitive damages against Silco claiming that Silco’s entry into a contract to purchase Nokomis Park from MoAmCo constituted an unjustifiable interference with an advantageous business relationship between Nichols and MoAmCo. In Symon v. J. Rolfe Davis, Inc., Fla.App. 4th 1971, 245 So. 2d 278, the court stated that the elements of the tort of interference with a business relationship of others are:
“(1) the existence of a business relationship under which the plaintiff has legal rights, (2) an intentional and unjustified interference with that relationship by the defendant, and (3) damage to the plaintiff as a result of the breach of the business relationship. Cf., John B. Reid & Associates, Inc. v. Jimenez, Fla.App. 1965, 181 So. 2d 575; Mead Corporation v. Mason, Fla.App.1966, 191 So. 2d 592.” 245 So. 2d at 280.
Count II failed to disclose sufficient ultimate facts properly to allege a cause of action on the tort of interference by Silco with any business relationship between Nichols and MoAmCo. While Nichols’ complaint did not sufficiently allege a cause of action for specific performance or for unjust interference with an advantageous business relationship, nevertheless, in Count I Nichols included a prayer for damages against MoAmCo. There are allegations within Nichols’ complaint and its exhibits from which the court may determine there was a contract between Nichols and MoAmCo4 and if so, to then determine the question of breach of contract and resultant damages. See Purcell v. Rothman, Fla.App. 3d 1958, 99 So. 2d 631; Lassiter v. Dauer, supra, and cases cited therein.
Accordingly, the trial court’s order is affirmed insofar as it dismissed the appellant’s claim for specific performance in Count I, and for interference with an advantageous business relationship in Count II, but is reversed insofar as it dismissed the appellant’s claim in Count I against MoAmCo for damages for alleged breach of contract.
Remanded for further proceedings consistent with this opinion.
McNULTY, C. J., and BOARDMAN, J., concur. . Letter of December 21, 1973:
“It has been recalled that at the time you purchased the Riviera properties discussion occurred with respect to providing you with an opportunity to purchase the Nokomis Park if MoAmCo determined to sell it. No written assurance was ever given.
. Mailgram of December 28, 1973:
“I ACCEPT YOUR OFFER OF SALE OF THE NOKOMIS PARK ON THE TERMS SET FORTH IN YOUR LETTER TO ME DATED DECEMBER 21st 1973. ERNEST MONEY CHECK OF $40,000 IS IN THE MAIL TO YOU. CLOSING AT YOUR CONVENIENCE AFTER EXAMINATION OF TITLE.”
Letter of December 28, 1973:
“Pursuant to your offer of December 21, 1973, received by me today in my telegraph acceptance hereof of today’s date, I am enclosing my check in the sum of $40,000 ernest money and am prepared to escrow the $405,000, upon advise as to how you wish this to be done. I am ready to close at any time.”
. Keyser v. Phillips Petroleum Co., Fla.App.2d 1973, 287 So. 2d 364.
. We express no opinion as to whether there was a contract between Nichols and MoAmCo, this being a matter for determination by the trial court.
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Citator
Cited By (13 total)
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Tamiami Trail Tours, Inc. v. J.C. Cotton and Aubrey Jesse Cotton, 463 So. 2d 1126 (Fla. 1985)…nd OVERTON, ALDERMAN, McDonald and EHRLICH, JJ., concur. [*1129] SHAW, J., concurs in part and dissents in part with an opinion, in which ADKINS, J., concurs. . Smith v. Ocean State Bank, 335 So. 2d 641 (Fla. 1st DCA 1976); Nichols v. MoAmCO Corp., 311 So. 2d 750 (Fla. 2d DCA 1975); Symon v. J. Rolfe Davis, Inc., 245 So. 2d 278 (Fla. 4th DCA), cert. denied, 249 So. 2d 36 (Fla.1971); Franklin v. Brown, 159 So. 2d 893 (Fla. 1st DCA 1964).…
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Smith v. The Ocean State Bank, 335 So. 2d 641 (Fla. 1st DCA 1976)…ness relationship. Cf., John B. Reid & Associates, Inc. v. Jimenez, Fla.App.1965, 181 So. 2d 575; Mead Corporation v. Mason, Fla.App.1966, 191 So. 2d 592.” The foregoing statement of the elements of this tort were quoted in Nichols v. MoAmCo Corp., 311 So. 2d 750 (Fla. 2d DCA 1975). From our analysis of the question, we conclude that the basic necessary elements to establish tortious interference with a business relationship are the following: The existence of a business relationship not necessarily evidenc…
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Tamiami Trail Tours, Inc. v. J.C. Cotton and Aubrey Jesse Cotton, 432 So. 2d 148 (Fla. 1st DCA 1983)…and unjustified interference with that relationship by the defendant; and (4) damage to the plaintiff as a result of the breach of the • relationship. See Smith v. Ocean State Bank, 335 So. 2d 641 (Fla. 1st DCA 1976); Nichols v. MoAm-CO Corporation, 311 So. 2d 750 (Fla. 2d DCA 1975); Symon v. J. Rolfe Davis, Inc., 245 So. 2d 278 (Fla. 4th DCA 1971), cert. denied, 249 So. 2d 36 (Fla.1971); Franklin v. Brown, 159 So. 2d 893 (Fla. 1st DCA 1964); and Dade Enterprises v. Wometco Theatres, Inc., 119 Fla. 70, 160 So…
Previewing 3 of 13 citing cases — full citator treatment, depth of discussion, and citing context are member features.
Join FLexlaw to unlock all legal intelligenceAuthorities Cited
- Morgan Rundel v. Gordon, 92 Fla. 1110 (Fla. 1927)
- Symon v. J. Rolfe Davis, Inc., 245 So. 2d 278 (Fla. 4th DCA 1971)
- The Mead Corp. v. Mason, 191 So. 2d 592 (Fla. 3d DCA 1966)
- Emil Morton v. The Mastan Co., Inc., 181 So. 2d 575 (Fla. 3d DCA 1966)
- Platt A. Lasseter and Lora L. Lasseter v. Maxwell Dauer, 211 So. 2d 584 (Fla. 3d DCA 1968)
- Fla. Bank & Tr. Co. AT W. Palm Beach v. Field, 157 Fla. 261 (Fla. 1946)
- Hart v. Freeman & Sons, Inc., 226 So. 2d 708 (Fla. 3d DCA 1969)
- Schultz v. Nelen Flocked Foliages, Inc., 99 So. 2d 631 (Fla. 3d DCA 1957)
- Keyser v. Phillips Petroleum Co., 287 So. 2d 364 (Fla. 2d DCA 1973)