154 So. 3d 355
Fla. Dist. Ct. App.2014Background
- Seller and Buyer entered a contract for a 92-acre property on Oct 22, 2002, with a purchase price of $3.8 million and a $200,000 deposit.
- Buyer extended the due diligence period by 60 days by posting a $38,000 non-refundable deposit; first addendum extended the closing date to Apr 20, 2003.
- Second addendum (Apr 22, 2003) extended to Jun 20, 2003, raised price to $4.3 million, and provided that the original deposits plus the $38,000 be paid to Seller as consideration for the extension; a $250,000 non-refundable deposit was placed in escrow.
- Third addendum (Jun 20, 2003) extended closing to Oct 20, 2003, raised price to $4.5 million, required an additional $200,000 non-refundable deposit in four monthly installments, released $250,000 from escrow to Seller as extension payment, and credited monthly deposits at closing to Buyer.
- The closing statement allocations and deposits led to a dispute; the trial court found ambiguity and admitted extrinsic evidence; summary judgment for Seller was denied; the court ultimately held for Buyer after a bench trial; on appeal, the court reversed, holding the contract unambiguous and remanding for entry of judgment in favor of Seller, with a note on the commission transfer.
- Note: The appellate decision reversed a portion directing the commission transfer to the real estate firm.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the contract language is ambiguous regarding deposits as consideration or as credits at closing. | Dirico argues no ambiguity; deposits were credits. | Buyer contends ambiguity; extrinsic evidence needed to interpret intent. | Contract unambiguous; deposits were payments/consideration for extensions. |
| Whether extrinsic evidence was properly admitted to interpret the contract. | Buyer defaulted to parol evidence to show parties' intent. | Buyer relied on extrinsic evidence to interpret addenda. | Extrinsic evidence improper; language controls. |
| What is the effect of the third addendum on the deposits and closing credits? | Deposits moved to Seller as payment for extensions; credits unclear. | Monthly deposits credited at closing; earlier deposits not credited. | Third addendum created credits at closing for monthly deposits; earlier deposits were payment/extension consideration. |
Key Cases Cited
- Real Estate Value Co., Inc. v. Carnival Corp., 92 So. 3d 255 (Fla. 3d DCA 2012) (ambiguous contract analysis limits use of extrinsic evidence)
- Walgreen Co. v. Habitat Dev. Corp., 655 So. 2d 164 (Fla. 3d DCA 1995) (clear terms control contract interpretation)
- Penzer v. Transp. Ins. Co., 29 So. 3d 1000 (Fla. 2010) (ambiguity requires more than one reasonable interpretation)
- Campbell v. Campbell, 489 So. 2d 774 (Fla. 3d DCA 1986) (different language in instrument parts implies different meaning)
- St. Johns Inv. Mgmt. Co. v. Albaneze, 22 So. 3d 728 (Fla. 1st DCA 2009) (contracts construed from plain language when unambiguous)