Head v. Sorensen
220 So. 3d 569
| Fla. Dist. Ct. App. | 2017Background
- Seller Laurene Sorensen, as trustee of the Crepe Trust, listed a Bayfront Tower condominium for $405,000 to effect a quick sale; buyer Vincent Head made a full-price offer the same day and signed a purchase contract with closing set for July 13, 2015.
- The contract included a condominium rider making closing contingent on the condominium association's approval of the buyer and a title-examination provision requiring delivery of a title commitment and giving Seller time to cure defects.
- After the sale was pending, Sorensen received a call suggesting the price was too low, instructed her agent to cancel the MLS listing, signed a proposed release (which Head refused), and told the Association she did not want to proceed and hinted at "legal issues" and concerns about Head’s finances.
- The Association board voted in writing to reject the contract, stating the sales price was too low; Sorensen did not provide the board with the agent’s market analysis, show the unit, or otherwise attempt to persuade the board to approve the buyer.
- Head sued for injunctive relief, specific performance, and breach of contract. The trial court entered final summary judgment for Sorensen, reasoning the contract terminated either under the title-examination provision (Association approval listed as an uncured defect) or automatically under the condominium rider when the Association rejected the buyer.
- The appellate court reversed and remanded, finding material factual disputes about whether Sorensen acted in good faith and made a reasonably diligent effort to procure Association approval or cure title defects.
Issues
| Issue | Plaintiff's Argument (Head) | Defendant's Argument (Sorensen) | Held |
|---|---|---|---|
| Whether Seller satisfied title-examination cure obligation so contract did not terminate | Seller failed to exercise reasonable diligence/good faith to cure defects; factual disputes preclude summary judgment | Title commitment showed Association approval as uncured defect and rejection made cure impossible, so contract terminated by its terms | Reversed: factual issues exist about Seller's good faith/diligence; summary judgment improper |
| Whether contract terminated automatically under condominium rider when Association rejected buyer | Rejection was procured or aided by Seller's conduct; she cannot benefit from a condition she helped bring about | Association’s written rejection made approval impossible and terminated contract | Reversed: questions whether Seller assisted/procured rejection and acted in bad faith create triable issues |
| Whether Seller is limited to refund of deposit or liable for breach damages if bad faith | Seller acted in bad faith; buyer may obtain damages beyond deposit | Seller contends contractual limitations apply when title defects cannot be cured | Reversed: if Seller acted in bad faith, buyer is not limited to deposit; factual disputes preclude summary judgment |
| Procedural propriety of alternative summary-judgment ground not plead in writing | Objected that ground was not in written motion | Court found objection waived when Plaintiff did not object at hearing | Court noted objection waived; but reversal on merits makes procedural point moot |
Key Cases Cited
- Waksman Enters., Inc. v. Or. Props., Inc., 862 So. 2d 35 (Fla. 2d DCA 2003) (reasonable diligence not necessarily requiring futile negotiations)
- Bermont Lakes, LLC v. Rooney, 980 So. 2d 580 (Fla. 2d DCA 2008) (what constitutes reasonable diligence is usually a mixed question of law and fact)
- Paparone v. Lake Placid Holding Co., 438 So. 2d 155 (Fla. 2d DCA 1983) (party cannot benefit from nonoccurrence of condition that it prevented)
- Allied Fidelity Ins. Co. v. Scott, 516 So. 2d 315 (Fla. 2d DCA 1987) (party cannot prevent another's performance and then rely on the nonperformance)
- N. Am. Van Lines v. Collyer, 616 So. 2d 177 (Fla. 5th DCA 1993) (same principle: a party cannot take advantage of its own wrong)
- Wolofsky v. Waldron, 526 So. 2d 945 (Fla. 4th DCA 1988) (seller shown to act in bad faith is not limited to refund as sole remedy)
- Sperling v. Davie, 41 So. 2d 318 (Fla. 1949) (bad faith breach exposing seller to damages beyond deposit)
- Romines v. Nobles, 55 So. 2d 563 (Fla. 1951) (rejecting result that would encourage sellers to dishonor contracts)
- Ballas v. Lake Weir Light & Water Co., 130 So. 421 (Fla. 1930) (earlier articulation of doctrine preventing a party from benefiting from its own prevention of performance)