PHILIP R. CONSOLO ET AL., APPELLANTS,
v.
A.M.K. CORPORATION, APPELLEE
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Appellants appealed a partial summary judgment dismissing their breach of contract claim against appellee regarding the sale of banana properties. The court reversed, finding genuine issues of material fact precluded summary judgment, particularly regarding whether a contract existed and the role of conditions precedent.
The trial court erred in granting partial summary judgment because genuine issues of material fact remained unresolved, including the critical question of whether a contract existed between the parties and the nature of the conditions precedent.
[1] A partial summary judgment is improper when genuine issues of material fact remain unresolved.
[2] The existence of a contract is a question of intent that may preclude summary judgment.
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Join FLexlaw to unlock all legal intelligence“After carefully reviewing the record on appeal, we note the existence of genuine issues of material fact left unresolved by the proceedings below, precluding the entrance of summary judgment.”
Establishes the fundamental error in the summary judgment—unresolved material facts made judgment inappropriate
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Join FLexlaw to unlock all legal intelligenceIn 1958, an antitrust suit against United Fruit Company (now appellee) resulted in a consent decree requiring divestiture of banana-producing properti…
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PER CURIAM.
Appellants, plaintiffs below, appeal a partial summary judgment entered in favor of appellee, defendant below, on appellants’ count for breach of contract. The other count, based upon fraud and deceit, remains pending in the trial court. The facts of this case are both complex and lengthy, as evidenced by a record of over two thousand pages, of which approximately fifteen hundred pages are discovery depositions. In its simplest form, the facts reveal that in 1958, an antitrust suit was instituted by the United States of America against United Fruit Company, now, after merger, appellee. A consent decree was entered requiring appellee to divest itself of a portion of its banana-producing properties located in Central and South America, in order to eliminate the monopolistic trend it had over the banana market. Under the terms of said decree, there were certain conditions outlined that had to be complied with, and appellee was given a period of ten years to comply therewith.
Thereafter, negotiations were entered into between appellee and appellants for the sale of certain banana properties owned by appellee. The detailed negotiations for the multi-million dollar sale included offers, counter-offers and various conditions precedent. The final sale, however, never developed and suit was filed by appellants for both fraud and deceit and breach of contract. The trial judge, apparently of the opinion that a final contract between the parties never materialized, granted partial summary judgment for appellee on the breach of contract count. This appeal follows.
After carefully reviewing the record on appeal, we note the existence of genuine issues of material fact left unresolved by the proceedings below, precluding the entrance of summary judgment. National Car Rental System, Inc. v. Sonesta International Hotels Corp., 313 So. 2d 108 (Fla. 3d DCA 1975); Bowling v. Stark, 268 So. 2d 201 (Fla. 1st DCA 1972).
The paramount question requiring resolution is whether or not a contract existed between the parties — a question of intent. Another question remaining, closely associated with the above, is whether the various conditions precedent attached to the negotiations were to be fulfilled as a prerequisite to the existence of the contract, itself, or were only to be fulfilled as a prerequisite to the performance of the contract.
The above questions are only a few of the issues left unresolved and are by no means exhaustive of the matters put into controversy by the parties.
Accordingly, in that there remained genuine issues of material fact, the trial judge erred in granting partial summary judgment and the order appealed is therefore reversed and the cause remanded.
Reversed and remanded for further proceedings not inconsistent herewith.
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Eligio Barrios & Goldstone Co., N.V. v. Duran, 496 So. 2d 239 (Fla. 3d DCA 1986)…of the parties in the execution of an agreement to which the appellee is not a party. Milford v. Metropolitan Dade County, 430 So. 2d 951 (Fla.3d DCA 1983); Letiziano v. Lytal, 427 So. 2d 321, 324 (Fla. 4th DCA 1983); Consolo v. A.M.K. Corporation, 344 So. 2d 1285 (Fla. 3d DCA 1977). The issue of fraud generally should not be disposed of by summary judgment. Levey v. Getelman, 408 So. 2d 663 (Fla. 3d DCA 1981); Nessim v. DeLoache, 384 So. 2d 1341 (Fla. 3d DCA 1980); Hermes v. Anton, 300 So. 2d 46 (Fla. 3d DCA…
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Loanflight Lending, LLC v. Bankrate, LLC (Fla. 2d DCA 2024)…er dismissing the complaint and remand for an evidentiary hearing). Disputed factual issues concerning the existence of an enforceable contract are properly fleshed out at an evidentiary hearing before the trial court. Cf. Consolo v. A.M.K. Corp., 344 So. 2d 1285, 1286 (Fla. 3d DCA 1977) (explaining that the unresolved issues of fact concerning "whether or not a contract existed between the parties" precluded the entry of summary judgment). Conclusion We reverse the trial court's dismissal order and remand f…
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Loanflight Lending, LLC v. Bankrate, LLC (Fla. 2d DCA 2024)…er dismissing the complaint and remand for an evidentiary hearing). Disputed factual issues concerning the existence of an enforceable contract are properly fleshed out at an evidentiary hearing before the trial court. Cf. Consolo v. A.M.K. Corp., 344 So. 2d 1285, 1286 (Fla. 3d DCA 1977) (explaining that the unresolved issues of fact concerning "whether or not a contract existed between the parties" precluded the entry of summary judgment). Conclusion We reverse the trial court's dismissal order and remand f…
Previewing 3 of 6 citing cases — full citator treatment, depth of discussion, and citing context are member features.
Join FLexlaw to unlock all legal intelligenceAuthorities Cited
- Nat'l CAR Rental Sys. Inc. v. Sonesta Int'l Hotels Corp., 313 So. 2d 108 (Fla. 3d DCA 1975)
- Bowling v. Stark, 268 So. 2d 201 (Fla. 1st DCA 1972)