DK Arena, Inc. v. EB Acquisitions I, LLC
112 So. 3d 85
| Fla. | 2013Background
- Florida’s Statute of Frauds requires a written memorial of contracts for land sales (§725.01, Fla. Stat. 2012).
- EB Acquisitions I, LLC and DK Arena, Inc. entered into a July 20, 2004 sale contract for the Mangonia Park Jai Alai Fronton with a $1 million escrow and 60-day due diligence.
- An addendum allowed termination during due diligence; later, an October 4, 2004 extension purportedly extended the period without writing a memorial.
- Parties allegedly discussed and purportedly agreed to a joint venture, but no written memorandum was made.
- Trial court found: (i) oral extension valid under estoppel; (ii) DK Arena breached by King’s failure to attend a town council meeting; (iii) oral joint venture created duties.
- Fourth District affirmed in part and reversed in part, holding estoppel could enforce the oral extension despite the Statute of Frauds.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the oral extension violated the Statute of Frauds. | DK Arena argues extension circumvents writing requirement. | EB relied on the oral extension to its detriment and should be protected by estoppel. | No; oral extension unenforceable under Statute of Frauds. |
| Whether promissory estoppel can operate as an exception to the Statute of Frauds. | Tanenbaum rejects promissory estoppel as a workaround. | Estoppel can uphold the modification. | Promissory estoppel cannot defeat the Statute of Frauds; district court erred. |
| Whether waiver/waiver-and-estoppel can validate an unwritten modification. | Waiver could excuse late performance. | Waiver does not validate an unwritten contract modification. | Waiver/estoppel cannot sustain an oral modification to land sale contract; remand needed for related issues. |
| Whether the district court properly treated the modification as a contract modification or as a waiver. | Modification treated as estoppel-backed contract change. | Modification should be treated under Statute rules, not estoppel. | Improper reliance on estoppel; modification unenforceable. |
| What issues remain for remand regarding deposit entitlement and attorney’s fees. | Deposit recovery and fees unresolved; remand appropriate. | Remand to resolve additional issues. | Remand to address remaining breach/waiver issues and fees. |
Key Cases Cited
- Tanenbaum v. Biscayne Osteopathic Hosp., Inc., 190 So.2d 777 (Fla.1966) (promissory estoppel not an exception to Statute of Frauds; oral agreements unenforceable under Statute)
- Yates v. Ball, 181 So. 344 (Fla.1937) (statute strictly construed to prevent fraud)
- Wharfside at Boca Pointe, Inc. v. Superior Bank, 741 So.2d 542 (Fla.4th DCA 1999) (oral modification of writing-required contract invalid under Statute of Frauds)
- South Investment Corp. v. Norton, 57 So.2d 1 (Fla.1952) (estoppel caution in changing land titles; limited application)
- Coral Way Properties, Ltd. v. Roses, 565 So.2d 372 (Fla.3d DCA 1990) (promissory estoppel not used to override Statute of Frauds)
- City of Orlando v. West Orange Country Club, Inc., 9 So.3d 1268 (Fla.5th DCA 2009) (promissory estoppel cannot circumvent Statute of Frauds)
- Tate’s Adm’r v. Jones’ Ex’r, 16 Fla. 216 (Fla.1877) (historical context of Statute of Frauds in Florida)