164 So. 3d 1273
Fla. Dist. Ct. App.2015Background
- Sterling Crest, a limited partnership, owned a 360‑unit apartment complex; Royal American was the sole general partner and owned 50%; two limited partners (Vita Via and Lishil) owned the other 50%, represented by Dr. Hilary Reich.
- The limited partnership agreement required "consent of all of the Limited Partners" before the general partner could sell the Property. Consent could be written, an affirmative vote, or "the act of granting such consent, as the context may require."
- Royal American (through its president Joseph Chapman) negotiated a purchase agreement to sell the Property to Blue Rock for $27,250,000 on February 11, 2013; the agreement represented that partners had unanimously approved the sale.
- Dr. Reich later stated she had not consented, communicated that lack of consent by phone and email (Feb. 21–25, 2013), and claimed no meeting or written consent had occurred; Chapman maintained he believed he had consent based on prior dealings and communications.
- Blue Rock sued and moved for partial summary judgment seeking specific performance; the trial court granted partial summary judgment and ordered Sterling to close; the appellate court reviewed the grant de novo.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether unanimous limited‑partner consent was required and was given | Blue Rock: Limited partners effectively consented by allowing negotiations and not objecting earlier | Sterling: Agreement and statute require affirmative consent of limited partners; no written vote/meeting or clear act of consent occurred | Court: Consent requirement is contractual/statutory; whether consent was given is disputed — cannot be resolved on summary judgment |
| Whether the general partner had actual or statutory authority to sell without limited‑partner approval | Blue Rock: General partner had authority to negotiate and acted on partnership’s behalf | Sterling: Sale of the partnership’s sole asset is not ordinary course; §§ 620.1402/1406 require approval of limited partners for such disposition | Court: Sale was outside ordinary course; statutory approval required and no evidence general partner complied — factual dispute remains |
| Whether apparent authority bound the partnership | Blue Rock: Representations in the contract and Chapman’s actions created apparent authority; Blue Rock reasonably relied | Sterling: Apparent authority must be created by principal’s manifestations, not agent’s unilateral acts; Blue Rock knew statute required limited‑partner consent | Court: Apparent‑authority/reliance is a fact question (Blue Rock’s justifiable reliance is disputed) |
| Whether Blue Rock was ready, willing, and able to close (specific performance requirement) | Blue Rock: Had financing sources (BankUnited term sheet, Stonecutter equity, Konover support) and would have closed | Sterling: Financing commitments were nonbinding (term sheets, unexecuted agreements, verbal assurances); no definitive funding | Court: Blue Rock failed to prove binding commitments; ability to close is a disputed material fact precluding summary judgment |
Key Cases Cited
- Volusia Cnty. v. Aberdeen at Ormond Beach, L.P., 760 So.2d 126 (Fla. 2000) (summary judgment standard and de novo review)
- Henry v. Ecker, 415 So.2d 137 (Fla. 5th DCA 1982) (real property is unique; money damages may be inadequate)
- RNR Investments Ltd. Partnership v. Peoples First Community Bank, 812 So.2d 561 (Fla. 1st DCA 2002) (distinguished — ordinary‑course transactions and third‑party inquiry)
- Fla. State Oriental Med. Ass’n v. Slepin, 971 So.2d 141 (Fla. 1st DCA 2007) (elements of apparent authority require principal’s representation, third‑party reliance, and change in position)
- Mobil Oil Corp. v. Bransford, 648 So.2d 119 (Fla. 1995) (apparent authority principles)
- Hollywood Mall, Inc. v. Capozzi, 545 So.2d 918 (Fla. 4th DCA 1989) (standards for showing purchaser is ready, willing, and able to close)