Talbott v. First Bank Florida, FSB
59 So. 3d 243
Fla. Dist. Ct. App.2011Background
- Talbott contracted to buy Atlantic's real property on June 1, 2007; an addendum on June 13, 2007 set a $200,000 deposit schedule and closing mechanics.
- The addendum required an initial $10,000 deposit on June 1, 2007, followed by $25,000 monthly deposits and a final $75,000 by November 15, 2007.
- The closing provision allowed the Closing Date to be set by Buyer with 30 days' notice, but permitted Atlantic to require closing after October 31, 2007 with 120 days' notice.
- Atlantic delivered a Notice to Close on August 30, 2007 setting a closing date of January 2, 2008 (124 days from notice); Talbott rejected the notice.
- Talbott argued closing could not occur before October 31, 2007 and earliest date could be March 1, 2008; Atlantic argued the contract permitted closing as long as 120 days from notice and after October 31.
- The trial court granted summary judgment finding the contract unambiguous and Talbott in breach; the appellate court reversed, holding the contract is ambiguous and remanded for extrinsic-evidence consideration.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the contract language is ambiguous regarding timing of the notice to close. | Talbott: language unambiguous; notice to close cannot precede October 31, 2007. | Talbott: contradicts Atlantic's interpretation that notice can be given anytime if 120 days out and after Oct 31. | Ambiguity exists; contract not unambiguous. |
| Whether extrinsic evidence is allowed to ascertain the parties' intent due to ambiguity. | Talbott: extrinsic evidence may clarify intent. | Atlantic: extrinsic evidence not needed if language clear. | Extrinsic evidence admissible on remand. |
| Whether Talbott breached by rejecting Atlantic's notice to close. | Talbott: rejection was proper due to later-closing timing. | Atlantic: notice complied with contract terms. | Reversal/remand; issue not resolved on summary judgment. |
Key Cases Cited
- Khosrow Maleki, P.A. v. M.A. Hajianpour, M.D., P.A., 771 So.2d 628 (Fla. 4th DCA 2000) (plain language governs when unambiguous; extrinsic evidence if ambiguous)
- Murley v. Wiedamann, 25 So.3d 27 (Fla. 2d DCA 2009) (extrinsic evidence allowed to ascertain party intent when ambiguous)
- Soncoast Cmty. Church of Boca Raton, Inc. v. Travis Boating Ctr. of Fla., Inc., 981 So.2d 654 (Fla. 4th DCA 2008) (ambiguity creates factual question; not resolvable on summary judgment)
- Discover Prop. & Cas. Ins. Co. v. Beach Cars of W. Palm, Inc., 929 So.2d 729 (Fla. 4th DCA 2006) (contract should be read as a whole; ambiguity may arise from drafting)
- Detroit Diesel Corp. v. Atl. Mut. Ins. Co., 18 So.3d 618 (Fla. 4th DCA 2009) (ambiguity question is a question of law)