Buck-Leiter Palm Avenue Development, LLC v. City of Sarasota
212 So. 3d 1078
Fla. Dist. Ct. App.2017Background
- In 2007 the City of Sarasota and Buck-Leiter Palm Avenue Development, LLC entered an Initial Redevelopment Agreement (IRA) detailing a two‑phase downtown development (parking, hotel, retail, condos) and stating its terms would be incorporated into a final Redevelopment Agreement.
- The IRA contained numerous detailed provisions (leases/options, financing, operations, defaults, notice, prevailing‑party attorneys’ fees) but also reserved certain open issues for later agreement and referenced incorporation into a final agreement.
- The parties executed an Open Issue Term Summary in April 2008 and continued negotiations; the City later concluded negotiations were unacceptable and, in July 2008, effectively terminated the developer’s involvement.
- The developer sued the City (breach of contract and related claims), alleging the IRA (and the summary) were binding; the City moved for summary judgment arguing the IRA was an unenforceable agreement to agree and that the summary was not binding.
- The trial court granted summary judgment for the City, finding no contract was formed and that the IRA had expired; the developer appealed.
- The Second District reversed, holding (1) the IRA’s stated February 15, 2007 expiration predates signing and evidence showed the parties disregarded that date, so the IRA did not clearly expire, and (2) the IRA contained sufficiently definite, essential terms and intent to be bound such that material fact issues existed whether a binding contract was formed.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the IRA expired before performance | Leiter: the February 15, 2007 date was disregarded; IRA did not expire | City: IRA terminated by its expiration provision, so no contract | Court: disputed; evidence favored developer — trial court erred treating IRA as expired |
| Whether the IRA was an unenforceable agreement to agree | IRA contains detailed, essential terms and default/fee provisions showing intent to be bound | IRA reserved open terms and contemplated a later final agreement, so unenforceable | Court: IRA contained essential definite terms and intent to be bound; factual issues precluded summary judgment |
| Whether the Open Issue Term Summary was binding | Developer: summary constituted further binding agreement | City: city manager lacked authority and summary contemplated a final agreement | Court: summary’s effect unresolved on summary judgment; material factual issues remain |
| Whether summary judgment was appropriate | Developer: genuine factual disputes exist about formation and breach | City: no contract existed as a matter of law; alternatively developer breached | Court: reversed — summary judgment improper because genuine issues of material fact exist |
Key Cases Cited
- Volusia County v. Aberdeen at Ormond Beach, L.P., 760 So. 2d 126 (Fla. 2000) (standard of review and summary judgment principles)
- Blackhawk Heating & Plumbing Co. v. Data Lease Fin. Corp., 302 So. 2d 404 (Fla. 1974) (agreement may be binding despite unresolved details if essential terms and intent to be bound exist)
- ABC Liquors, Inc. v. Centimark Corp., 967 So. 2d 1053 (Fla. 5th DCA 2007) (agreements to agree are generally unenforceable)
- Atria Grp., LLC v. One Progress Plaza, II, LLC, 170 So. 3d 884 (Fla. 2d DCA 2015) (review of summary judgment — view evidence in light most favorable to nonmoving party)
- Knowles v. JPMorgan Chase Bank, N.A., 994 So. 2d 1218 (Fla. 2d DCA 2008) (principles for reversing summary judgment when doubt exists)