940 Lincoln Road Associates, LLC v. 940 Lincoln Road Enterprises, Inc.
237 So. 3d 1099
| Fla. Dist. Ct. App. | 2017Background
- In May 2012 Buyers contracted to purchase two commercial properties from Sellers in Miami Beach; closings were scheduled for Dec 28, 2012 and Jan 7, 2013.
- Sellers had not removed existing tenants and a lis pendens filed by Bejla Miller clouded title; Buyers exercised their contractual termination rights and received deposit refunds.
- Buyers allege Sellers orally agreed to "reset" the deals on the same terms after Miller’s litigation resolved (oral reset), but no written agreement exists.
- Miller lost her claim by final summary judgment in November 2013; Sellers thereafter sold the properties to a third party, Chera. Buyers contended Sellers had negotiated with Chera earlier in violation of an exclusivity clause.
- Buyers filed consolidated suits asserting breach of contract, specific performance, declaratory and injunctive relief, fraud (including fraudulent inducement), negligent misrepresentation, and rescission; trial court granted summary judgment for Sellers and dissolved Buyers’ lis pendens.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether Buyers can pursue breach of contract after terminating per contract remedies | Buyers sought to revoke termination and enforce contracts despite having exercised termination and reclaimed deposits | Sellers argued Buyers elected contractual remedy and forfeited breach claim | Judgment for Sellers — Buyers elected remedy by terminating and accepting deposit return, forfeiting breach claim |
| Whether fraud-based claims can avoid the statute of frauds for alleged oral reset agreement | Buyers framed claims as fraud/negligent misrepresentation to enforce oral reset | Sellers argued the alleged agreement is within statute of frauds and cannot be enforced absent writing | Judgment for Sellers — statute of frauds bars fraud-based claims that are effectively enforcement of an oral contract |
| Whether Buyers proved actionable fraud re: Sellers’ promise to deliver clear title | Buyers alleged Sellers knew they could not deliver clear title and misrepresented that fact | Sellers argued delivery of clear title was an express contract term and no evidence of intent not to perform at the time of contracting | Judgment for Sellers — no evidence Sellers intended not to perform; mere unfulfilled promise not actionable fraud |
| Whether lis pendens should remain | Buyers maintained lis pendens based on their claims to encumber property pending litigation | Sellers sought dissolution following summary judgment in their favor | Judgment for Sellers — lis pendens dissolved after summary judgment for Sellers |
Key Cases Cited
- Tropical Glass & Constr. Co. v. Gitlin, 13 So. 3d 156 (Fla. 3d DCA 2009) (standard of review for summary judgment and contract construction is de novo)
- Cohen v. Corbitt, 135 So. 3d 527 (Fla. 1st DCA 2014) (cannot evade statute of frauds by recasting oral contract as fraud claim)
- LynkUS Commc’ns, Inc. v. WebMD Corp., 965 So. 2d 1161 (Fla. 2d DCA 2007) (fraud suit cannot be used to enforce an oral agreement barred by statute of frauds)
- Ashland Oil, Inc. v. Pickard, 269 So. 2d 714 (Fla. 3d DCA 1972) (statute of frauds bars fraud claims that are mere attempts to enforce oral contracts)
- Alexander/Davis Props., Inc. v. Graham, 397 So. 2d 699 (Fla. 4th DCA 1981) (promise not performed is not fraud absent proof promisor intended not to perform)
- Canell v. Arcola Housing Corp., 65 So. 2d 849 (Fla. 1953) (Florida rule that statute of frauds cannot be avoided by a fraud suit)