Land Company of Osceola County, LLC v. Genesis Concepts, Inc.
169 So. 3d 243
| Fla. Dist. Ct. App. | 2015Background
- Land Company and Genesis executed a signed Letter of Agreement (May 12, 2009) for phased design/vision services for a development project; the letter itemized steps and fees ($25k, $25k, $35k) and included an "ACCEPTANCE" clause allowing 30 days to sign.
- The Letter stated: "$25,000 will work as a retainer prior to the start of work" and that remaining payments were due within 20 days of invoice after each step was completed.
- Land Company signed the Letter but did not pay the $25,000 retainer; Genesis nevertheless performed all work and invoiced a total of $85,000, which went unpaid.
- Genesis initially pled breach of contract and quantum meruit but abandoned the breach claim at trial and sought recovery only in quantum meruit, arguing the retainer was a condition precedent to contract formation.
- The trial court awarded Genesis $85,000 on a quantum meruit theory; on appeal the Fourth District reversed, holding an enforceable express contract existed and quantum meruit was therefore inappropriate.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the $25,000 retainer was a condition precedent to formation of a contract | Genesis: retainer nonpayment meant no contract ever formed, entitling recovery in quantum meruit | Land Co.: signed Letter constituted an accepted offer; retainer was only a condition precedent to Genesis's performance, not formation | Retainer was a condition precedent to performance, not formation; a binding contract existed when parties signed |
| Whether quantum meruit is available when an express contract covers the services | Genesis: contract never formed, so quantum meruit applies | Land Co.: express signed contract governs; quantum meruit barred where a valid express contract exists | Quantum meruit barred because express contract existed covering the services |
| Proper interpretation of the Letter of Agreement language (acceptance & retainer) | Genesis: payment timing evidence of condition to formation | Land Co.: acceptance clause and signatures show formation; retainer provision relates to payment obligations | Court construed acceptance language as creating contract on execution; retainer did not condition formation |
| Remedy and disposition when contract exists but plaintiff pursued quantum meruit | Genesis: recover in quasi-contract for unjust enrichment | Land Co.: plaintiff waived contractual claim; nonetheless cannot recover in quantum meruit when express contract governs | Court reversed judgment for Genesis and remanded to enter judgment for Land Company |
Key Cases Cited
- Commerce P’ship 8098 Ltd. P’ship v. Equity Contracting Co., Inc., 695 So. 2d 383 (en banc) (quantum meruit remedy for unjust enrichment)
- Harding Realty, Inc. v. Turnberry Towers Corp., 436 So. 2d 983 (existence of express contract precludes quantum meruit)
- Garcia v. Cosicher, 504 So. 2d 462 (express contract bars implied contract recovery)
- Mitchell v. DiMare, 936 So. 2d 1178 (distinguishing conditions precedent to formation vs. performance)
- Surgical Partners, LLC v. Choi, 100 So. 3d 1267 (no binding contract if condition precedent to formation never occurs)
- Reilly v. Reilly, 94 So. 3d 693 (conditions precedent not favored; require clear language)
- W. Constr., Inc. v. Fla. Blacktop, Inc., 88 So. 3d 301 (requirements for enforceable contract: offer, acceptance, consideration, ascertainable terms)
- Vocelle & Berg, LLP v. IMG Citrus, Inc., 125 So. 3d 843 (when contract terms are unambiguous court will not consider extrinsic evidence)