10-1283 CRAIGSIDE, LLC, a Florida Limited Liability Company, v. GDC VIEW, LLC, a Florida Limited Liability Company

SUPREME COURT CASES

Laws-info.com » Cases » Florida » Florida First District Court » 2011 » 10-1283 CRAIGSIDE, LLC, a Florida Limited Liability Company, v. GDC VIEW, LLC, a Florida Limited Liability Company

State: Florida

Court: Florida First District Court

Docket No: 10-1283

Case Date: 07/22/2011

Preview:IN THE DISTRICT COURT OF APPEAL FIRST DISTRICT, STATE OF FLORIDA CRAIGSIDE, LLC, a Florida Limited Liability Company, Appellant, CASE NO. 1D10-1283 v. GDC VIEW, LLC, a Florida Limited Liability Company, Appellee. _____________________________/ Opinion filed July 22, 2011. An appeal from the Circuit Court for Walton County. Howard Laporte, Judge. Robert C. Palmer, III of Wade, Palmer & Shoemaker, P.A., Pensacola, and Louis K. Rosenbloum of Louis K. Rosenbloum, P.A., Pensacola, for Appellant. Jeffrey L. Burns of Anchors, Smith, Grimsley, P.L., Fort Walton Beach and L. Paul Sirmans of L. Paul Sirmans, P.A., Fort Walton Beach, for Appellee. NOT FINAL UNTIL TIME EXPIRES TO FILE MOTION FOR REHEARING AND DISPOSITION THEREOF IF FILED

BENTON, C.J. When Craigside, LLC (Craigside) sued GDC View, LLC (GDC), a developer in Walton County, for the return of moneys paid under a preconstruction

contract for the purchase of a condominium, the trial court ruled that GDC had not breached the contract, and entered judgment accordingly. We reverse in part and remand, with directions that the trial court award Craigside interest on $900,000 at the statutory rate, from April 16, 2007, until the date GDC repaid Craigside $900,000, but otherwise affirm the judgment. On September 2, 2004, Craigside contracted to purchase a waterfront condominium (unit 1950) from GDC for $1,125,000. Craigside paid the entire purchase price before construction began, depositing $225,000 with an escrow agent upon execution of the agreement, and remitting the balance of $900,000 in November of 2004. The contract required GDC "to complete the condominium unit . . . within two (2) years of the date of this Agreement but in no event later than May 1, 2007," allowing extensions only for "delays caused by events which would support a defense based on impossibility of performance for reasons beyond [GDC's] control." The contract contained detailed provisions regarding the

closing date,1 and the consequences of any failure to close on time. 2

1

The agreement provided, in part: 4. COMPLETION, CLOSING DATE AND OCCUPANCY. .... B) Closing Date. Closing shall be held on a date and at such place as shall be specified in a written notice given by Developer to Purchaser in the manner hereinafter provided for the giving of notice, provided 2

that such notice shall be given not less than ten (10) days prior to the designated closing date. . . . (1) If, upon substantial completion of construction and notice to Purchaser by Developer as provided in this Agreement, Purchaser fails to close in a timely manner, then and in that event, interest shall be payable to Developer in addition to the purchase price. . . . Should Purchaser fail to close within twenty (20) days after the date of closing specified in the notice given, then the deposit(s) paid by the Purchaser, together with all interest earned on said deposit, may be retained by or for the account of and in full settlement of any claims of Developer, and Developer may contract to sell the unit to another purchaser; whereupon all parties shall be relieved of all obligations under this Agreement; or Developer, at its option, may pursue all default remedies available under the law or under the terms of this Agreement.
2

The agreement provided, in part: 6. DEFAULT. A. By Purchaser. Should Purchaser fail to close this transaction as provided herein, or to perform any of Purchaser's other obligations hereunder, time being of the essence of this Agreement, Developer may, at Developer's option, either (i) terminate this Agreement by notice to Purchaser, whereupon Purchaser's deposit (including any interest earned thereon) shall be paid to Developer as liquidated, agreed damages (and not as a penalty) for Purchaser's default, (ii) seek other remedies, if Developer is entitled to such remedies by operation of law, or (iii) seek specific performance of Purchaser's obligations under this Agreement. B. By Developer. Should Developer fail to close this transaction as provided above or to perform any of Developer's other obligations hereunder, time being of the essence of this Agreement, Purchaser may, at Purchaser's option, either (i) terminate this Agreement by 3

On April 16, 2007, Craigside sent GDC's lawyer a letter, asserting GDC had failed to complete the condominium unit by the deadline, and saying: "Recently a letter was sent out by your office indicating that closing is anticipated on May 1, 2007. This is unacceptable to Craigside LLC. Please consider this letter as notice to your client that Craigside LLC considers GDC View, LLC in breach of the contract and further demands a return of all funds submitted . . . with interest."

After GDC refused to accede to this demand, Craigside filed the complaint that began the present litigation, alleging GDC was in breach because it had failed to complete the condominium unit on time and had refused to return the moneys Craigside had paid, with interest. At the ensuing bench trial, the main issue was the number of delay days to which GDC was entitled. The trial court ruled that GDC was entitled to at least 253 delay days, and that the unit was timely completed on April 23, 2007, in any event. Trial evidence also showed that GDC had sold the unit to a third party in July of 2008, and had subsequently (on August 26, 2008) returned $900,000 to Craigside, but had declined to refund the $225,000 initial deposit or to pay interest notice to Developer, whereupon Purchaser's deposit (including any interest earned thereon) shall be returned to Purchaser, (ii) seek other remedies if Purchaser is entitled to said remedies by operation of law, or (iii) seek specific performance of Developer's obligations under this Agreement.

4

in any amount.

Determining that GDC acted in accordance with the agreement

when it sold the unit--because, the trial court reasoned, Craigside "fail[ed] to come to the . . . closing[]"3--the trial court concluded that GDC did not breach the agreement, and entered final judgment in favor of GDC on February 9, 2010. While the parties are entitled to de novo review of the trial court's rulings with respect to the legal effect of the contract, we are bound by the trial court's findings of fact in a case, like the present one, where competent, substantial evidence supports the findings. See Zupnik Haverland, L.L.C. v. Current Builders of Fla., Inc., 7 So. 3d 1132, 1134 (Fla. 4th DCA 2009) ("The lower court's ultimate factual determinations during a non-jury trial may not be disturbed on appeal unless shown to be unsupported by competent and substantial evidence or Craigside asserts that the trial court's finding that Craigside triggered paragraph 4(B)(1) of the agreement by failing to come to the closing on the condominium unit is not supported by competent, substantial evidence, and we agree: GDC did not provide Craigside with notice specifying a closing date. But, when Craigside informed GDC on April 16, 2007, that it refused to go through with the sale, GDC was no longer under any duty to schedule the closing. See Peachtree Cas. Ins. Co. v. Walden, 759 So. 2d 7, 8 (Fla. 5th DCA 2000) ("`It is now the generally prevailing rule in both England and the United States that a definite and unconditional repudiation of the contract by a party thereto, communicated to the other, is a breach of the contract, creating an immediate right of action and other legal effects, even though it takes place long before the time prescribed for the promised performance and before conditions specified in the promise have ever occurred.'" (quoting Arthur Corbin, Corbin on Contracts

Download 10-1283 CRAIGSIDE, LLC, a Florida Limited Liability Company, v. GDC VIEW, LLC, a