Prime Homes, Inc. v. Pine Lake, LLC
84 So. 3d 1147
Fla. Dist. Ct. App.2012Background
- Prime Homes, Inc. appeals a final judgment in Pine Lake, LLC's favor for breach of contract and damages, plus a vendor’s lien the trial court imposed on the property.
- The contract involved Pine Lake’s sale of an 83-acre Oslo Road parcel in Indian River County, Florida, with mixed residential/commercial zoning.
- Pine Lake assigned its interest to Prime Homes to avoid forfeiture of deposits; Prime Homes anticipated 166+ 70' x 120' lots and agreed on a per-lot price.
- The assignment agreement added an Additional Assignment Fee for lots exceeding 166, calculated via a per-lot multiplier, with payment due within five days of final site plan approval.
- The trial court found the assignment language ambiguous, admitted parol evidence, reformed the clause, and imposed a vendor’s lien back to July 5, 2005.
- The appellate court affirmed the contract interpretation but reversed the vendor’s lien, remanding for a modified judgment
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the assignment clause is ambiguous | Pine Lake contends ambiguity requires parol evidence | Prime Homes argues terms are clear | Ambiguity exists; parol evidence admissible; reformation proper |
| Whether parol evidence and reformation were appropriate to clarify the contract | Pine Lake supports using extrinsic evidence to resolve intent | Prime Homes asserts no need for extrinsic evidence | Parol evidence admissible; reformation appropriate; language clarified |
| Whether the vendor’s lien was properly imposed against Prime Homes | Pine Lake seeks vendor’s lien as security for payment | Prime Homes argues Pine Lake had no vendor status; assignment not security | Vendor’s lien improper; lien should not attach to property as Pine Lake was not a vendor; remand for modified judgment |
| Whether the trial court properly related the lien back to the transaction date | Pine Lake sought lien back to July 5, 2005 | Prime Homes contests retroactive lien | Ruling on lien retroactivity unnecessary due to improper imposition |
Key Cases Cited
- Alabamar-Florida, Co. v. Mays, 149 So. 61 (Fla. 1933) (vendor’s lien originates from equity to secure unpaid purchase money)
- Cont’l Cas. Co. v. Ryan Inc. E., 974 So.2d 368 (Fla. 2008) (assignment transfers rights; assignor loses enforceable interest)
- Emerald Pointe Prop. Owners’ Ass’n v. Commercial Constr. Indus., Inc., 978 So.2d 873 (Fla. 4th DCA 2008) (plain-meaning contract interpretation; ambiguities require resolving evidence)
- Leaseco, Inc. v. Bartlett, 257 So.2d 629 (Fla. 4th DCA 1971) (parol evidence cannot contradict unambiguous contract terms)
- Mays, 149 So.2d 61 (Fla. 1933) (vendor status and third-party payments affecting lien rights)