50 So. 3d 68
Fla. Dist. Ct. App.2010Background
- Plaintiff-owner Pan American West, Ltd. and POA; defendant-appellee Cardinal Commercial Development, Inc.; deposit of $1,078,110 placed in escrow under a pre-development agreement for 16.5 acres in the Park.
- First addendum requires exclusive concurrency allocation to the Property: if Property falls below 17,647.05 buildable sqft per acre, buyer may terminate and get a refund of the deposit.
- As of April 10, 2008, no specific allocation had been recorded for the Property with the County; buyer terminated the contract on April 10, 2008; owner refused to release the deposit.
- Trial court held the first addendum unambiguously referred to the Property, not the Park, for the concurrency allocation and that the buyer was entitled to terminate and recover the deposit; court also addressed additional Counts II-VII.
- The appellate court affirmed: the first addendum is unambiguous and requires exclusive allocation to the Property; there was no enforceable separate Office Allocation Agreement, no unjust enrichment, and no negligent misrepresentation actionable under the economic loss rule.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Does the first addendum unambiguously require exclusive concurrency for the Property? | Cardinal | Pan American West | Yes; unambiguous, requires Property allocation; buyer entitled to judgment on Count I. |
| Are Counts II-VII viable against owner/POA, including Office Allocation, unjust enrichment, and negligent misrepresentation? | Cardinal contends breach/estoppel claims. | Owner/POA argues no agreement, no enrichment, no justifiable reliance. | No enforceable contract or claims; owner/POA entitled to judgment on Counts II-VII. |
Key Cases Cited
- Specialty Rests. Corp. v. City of Miami, 501 So. 2d 101 (Fla. 3d DCA 1987) (ambiguity governs contract interpretation when language susceptible to multiple meanings)
- Bankers Trust Co. v. Basciano, 960 So. 2d 773 (Fla. 5th DCA 2007) (mutual assent required for a contract; indefinite terms preclude formation)
- Dows v. Nike, Inc., 846 So. 2d 595 (Fla. 4th DCA 2003) (no enforceable contract where essential terms remain open)
- Moynet v. Courtois, 8 So. 3d 377 (Fla. 3d DCA 2009) (unjust enrichment requires conferred benefit; demonstrated value increase)
- Coral Gables Distrib., Inc. v. Milich, 992 So. 2d 302 (Fla. 3d DCA 2008) (justifiable reliance required for negligent misrepresentation)
- Concept Stores Miami, Inc. v. Bakery Assocs., Ltd., 990 So. 2d 1118 (Fla. 3d DCA 2008) (economic loss rule bars claims arising from contractual allegedly misleading statements)
- Taylor v. Maness, 941 So. 2d 559 (Fla. 3d DCA 2006) (economic loss rule applicability to misrepresentation within contract)
- Straub Capital Corp. v. L. Frank Chopin, P.A., 724 So.2d 577 (Fla. 4th DCA 1998) (economic loss rule limits tort claims arising from contract)