FLORIDA INVESTMENT GROUP 100, LLC v. ANNALISA LAFONT, 271 So. 3d 1

May 2017: Buyer (Lafont) and seller (Florida Investment Group) signed an AS IS residential contract for $620,000; buyer deposited $62,000; closing set for June 15, 2017.
Contract contained a financing contingency requiring Buyer to obtain “Loan Approval” within 30 days for a $465,000 30‑year fixed loan; Buyer had duty to use good faith/diligent effort and to give written notice of approval or inability to obtain it before the Loan Approval Period expired.
Paragraph 8(b)(v) stated that failure to timely give either notice would cause Loan Approval to be deemed waived, and the contract would continue as if Loan Approval had been obtained.
Paragraph 8(b)(vii) provided that if Loan Approval had been obtained or deemed obtained and Buyer failed to close, deposit goes to Seller unless (1) Seller default, (2) property‑related loan conditions unmet, or (3) appraisal by Buyer’s lender is insufficient to meet the terms of the Loan Approval, in which case Buyer gets deposit back.
Buyer applied for a different loan (12‑month interest‑only ARM for $495,000) and received conditional approval; she did not obtain the contract’s defined Loan Approval and did not timely notify Seller that she failed to obtain Loan Approval.
After the Loan Approval Period, lender’s appraisal was $485,000 and lender declined funding; Buyer sought return of deposit under Paragraph 8(b)(vii)(3). Trial court granted summary judgment to Buyer; Seller appealed.

Issue	Lafont (Plaintiff) Argument	Florida Investment Group (Defendant) Argument	Held
Whether an appraisal insufficient for the buyer’s alternative loan excuses performance under ¶8(b)(vii)(3) despite no contract-defined Loan Approval	The appraisal obtained by Buyer’s lender was insufficient to meet the terms of Loan Approval and therefore Buyer is entitled to return of deposit and release	¶8(b)(vii)(3) applies only where appraisal is insufficient to meet the terms of a Loan Approval as defined in the contract; no such Loan Approval ever existed, so ¶8(b)(vii)(3) does not apply	Reversed: ¶8(b)(vii)(3) only applies when appraisal is insufficient to meet terms of an actual Loan Approval as defined by the contract; appraisal tied to a nonconforming loan is irrelevant

Haber v. Deutsche Bank Nat’l Tr. Co., 81 So. 3d 565 (4th DCA 2012) (summary judgment reviewed de novo)
Berkowitz v. Delaire Country Club, Inc., 126 So. 3d 1215 (4th DCA 2012) (contract interpretation reviewed de novo)
Sugar Cane Growers Co‑op. of Fla., Inc. v. Pinnock, 735 So. 2d 530 (4th DCA 1999) (contract must be construed from words of entire contract)
Summitbridge Credit Invs. III, LLC v. Carlyle Beach, LLC, 218 So. 3d 486 (4th DCA 2017) (plain meaning of contract language controls)
City of Pompano Beach v. Beatty, 222 So. 3d 598 (4th DCA 2017) (courts apply contract as written and do not rewrite agreements)
Am. K‑9 Detection Servs., Inc. v. Cicero, 100 So. 3d 236 (5th DCA 2012) (must not read contractual terms in isolation)
Grant v. State Farm Fire & Cas. Co., 638 So. 2d 936 (Fla. 1994) (parties’ special definitions govern interpretation)
In re Blinds to go Share Purchase Litig., 443 F.3d 1 (1st Cir. 2006) (special definition of key term governs parties’ dealings)
Herian v. Se. Bank, N.A., 564 So. 2d 213 (4th DCA 1990) (interpretation giving effect to all terms preferred)
Royal Am. Realty, Inc. v. Bank of Palm Beach & Tr. Co., 215 So. 2d 336 (4th DCA 1968) (no contractual part should be treated as surplusage)
Univ. of Miami v. Sosa, 629 So. 2d 172 (3d DCA 1993) (generally inappropriate to enter summary judgment for nonmoving party)