THE BLIND MONK, LLC v. 410 EVERNIA STREET PARTNERS, LLC
368 So.3d 980
Fla. Dist. Ct. App.2023Background
- Tenant (The Blind Monk, LLC) leased Unit 107 in the Whitney Condominium under a lease containing a written right of first refusal (ROFR) requiring the landlord to disclose any third‑party offer in writing and give Tenant 30 days to match the terms.
- In 2016 Landlord offered building units to tenants, then sold 139 Whitney units in a bulk sale to Purchaser without disclosing the specific price/terms allocated to Unit 107; Purchaser had received the leases as due diligence.
- Tenant asked for Unit 107’s purchase price and sought to exercise the ROFR after learning of the bulk sale; Landlord and Purchaser did not disclose the offer terms prior to closing.
- Tenant sued Landlord and Purchaser for specific performance and rescission/cancellation of the deed for Unit 107 (and related claims); Purchaser moved for summary judgment on rescission, arguing Tenant was not ready, willing, and able to buy because financing commitments were not binding.
- The trial court granted summary judgment, finding Tenant’s financing commitments were mere gifts; the appellate court reversed, holding Tenant need not prove readiness to perform until the purchase price/terms for Unit 107 are disclosed or otherwise determined.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether Tenant must prove it was "ready, willing, and able" to close before Landlord/Purchaser disclosed the Unit 107 price/terms | Tenant: No—Tenant cannot prove ability without disclosure of the purchase price/terms it must match | Purchaser: Yes—Tenant, as party seeking rescission/specific performance, must show readiness to close | Held: Tenant need not show readiness until Landlord/Purchaser disclose price/terms or court determines the allocable price; summary judgment reversed |
| Whether a bulk sale excuses compliance with a ROFR or precludes relief limited to the ROFR property | Tenant: Bulk sale does not defeat ROFR; Tenant may seek cancellation/specific performance as to Unit 107 only | Purchaser: Bulk sale prevents Tenant from exercising ROFR or rescinding deed for just one unit | Held: Bulk sale does not excuse ROFR; court must determine allocable price/terms for Unit 107 and Tenant can be afforded its contractual remedy |
| Whether Tenant’s parental "commitments" established readiness to purchase | Tenant: Commitments were enforceable or at least reasonably relied on given nondisclosure of price | Purchaser: Commitments were gifts, not enforceable loans, so Tenant is not able to perform | Held: Court did not resolve enforceability on summary judgment because the threshold nondisclosure of price made the readiness inquiry premature; remanded |
| Whether the trial court or parties must determine the allocable purchase price for Unit 107 | Tenant: Court must require disclosure or allocate a portion of the bulk price to Unit 107 so Tenant can decide to exercise ROFR | Purchaser: Not necessary; readiness inquiry is dispositive without determining allocable price | Held: Court must determine the price/terms allocable to Unit 107 (or require disclosure) before requiring Tenant to act; remanded for that determination and further proceedings |
Key Cases Cited
- Denco, Inc. v. Belk, 97 So. 2d 261 (Fla. 1957) (purchaser with notice of a lessee’s ROFR must recognize and cannot defeat the lessee’s rights)
- Denco, Inc. v. Belk, 109 So. 2d 201 (Fla. 2d DCA 1959) (trial court may allocate a portion of a lump‑sum bulk purchase to the optioned property)
- Whyhopen v. Via, 404 So. 2d 851 (Fla. 2d DCA 1981) (bulk sale does not prevent tenant from exercising ROFR; ROFR becomes irrevocable once owner evidences intent to sell)
- Hollywood Mall, Inc. v. Capozzi, 545 So. 2d 918 (Fla. 4th DCA 1989) (buyer seeking specific performance of an executed contract must prove ready, willing, and able—but distinguishable where contract terms are undisclosed)
- Jarvis v. Peltier, 400 S.W.3d 644 (Tex. App. 2013) (option/ROFR holder excused from complying with option terms when seller refuses to disclose sale terms; purchaser must reasonably disclose)
- Brenner v. Duncan, 27 N.W.2d 320 (Mich. 1947) (court competent to fix option price and afford optionee opportunity to accept)