Bullock v. Harwick

• Decision Date: 29 April 1947
• Citation: 30 So.2d 539,158 Fla. 834
• Parties: BULLOCK v. HARWICK et al.
• Court: Florida Supreme Court

30 So.2d 539

158 Fla. 834

BULLOCK v. HARWICK et al.

Florida Supreme Court

April 29, 1947

Rehearing Denied June 13, 1947.

Appeal from Circuit Court, Dade County; Marshall C wiseheart, judge.

Bertram R Coleman, of Miami, for appellant.

John M Murrell and J. M. Flowers, both of Miami, for appellees.

CHILLINGWORTH Associate Justice.

This is an appeal from a final decree dismissing a bill for specific performance after a trial had been had before the court. The decree contained no findings on the part of the court.

It may be observed that tersely worded findings of fact and, when appropriate, an equally brief statement of the controlling conclusions of law of the trial court, placed in a decree, are often informative to counsel, and of great aid to the appellate court. They are not mandatory, (F.S.A. § 63.66), but they serve as a guide by which the Supreme Court can check the correctness of the findings of fact and the legal conclusions of the Chancellor. Day v. Weadock, 101 Fla. 333, 134 So. 525; Gregg-Maxcy, Inc., v. Bateman, 119 Fla. 490, 160 So. 745; Central Hanover Bank & Trust Co. v. Smith, 134 Fla. 845, 184 So. 513. In Dade County v. South Dade Farms, 133 Fla. 288, 182 So. 858, this Court not only approved but commended Chancellors in making specific findings of fact.

After a series of preliminary letters and telegrams the vendor, the principal defendant in the suit below, and appellee here, sent a telegram as follows:

'Re Purchase Stock Colombian Export Line by Bullock Stop Harwick to Deliver all Colombian Stock Resignation Officers Records to Bullock in Exchange for Bank Draft Payable to Harwick of Miami Beach First National Bank in Amount of Seventy-Five Thousand Dollars Stop Colombian Export Indebtendess Consists Mortgage Due Miami Beach Heights of Seventy-Five Thousand Dollars of Record Nothing Otherwise Stop Harwick Agrees Pay Interest on this Mortgage to Closing Date Stop No Commission Acknowledged by Buyer or Seller Harwick Pays Judge Southerland Fee Two Thousand Dollars on Closing Stock Deal Stop No Escrows Necessary Stop Any Prior Understandings or Implications Void Stop Closing Judge Southerland Office Stop Harwick Expects Arrive Miami About September 21st.'

On September 24th, the vendor and the vendee, plaintiff-appellant, met in the office of an attorney in Miami Beach. The vendor expected to close the sale at that time. He asserted that he had in his pocket all of the original stock certificates, the resignations of the three officers of the corporation, and that he had with him the corporate minute book. But he did not expose the certificates or the resignations. Doubt is case upon his actual possession of these certificates. He testified that he had obtained them from a safety deposit box on the morning of September 24th, only readily to admit his obvious mis-statement, when confronted by evidence of the bank vault officials showing that he had made no entry to the box on that day, or prior thereto, or that he was even then authorized to have access to the box. He did not have the stock record book with him, or any evidence of the fact that the only indebtedness of the corporation was the purchase money mortgage due on the property or that the corporation was in good standing at the time.

The vendee did not have with him a bank draft of any nature, nor did he have the requisite amount in cash or a certified check or cashier's check. The vendee asserted that he had funds available which could be readily obtained as soon as the vendor was in a position to do the things he was required to do by his offer. None of the purchase price was ever paid. No writing was ever signed by the vendee. While the evidence is conflicting, it is reasonable manifest that the vendor did not definitely withdraw the offer, nor did the vendee definitely accept the offer. Neither, by words or conduct, clearly evidenced the obligations he desired to assume, or his real intentions. At the conclusion of the conference the vendor, in relating his parting words to the vendee, said: 'I told him I would be back in a few days: 'I told him interested further I would get in touch with him.' The vendee was no more precise in him attitude than the vendor.

The parties separated. No further action was taken by the vendor except to phone the attorney who arranted the conference and with whom they had met the day before. The...